U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: December 31, 2001
Commission file no.: 0-27137
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
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(Name of Small Business Issuer in its Charter)
Florida 65-0509296
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 287-5958
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
Indicate by Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
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As of December 31, 2001, there were 9,714,241 shares of voting stock of the
registrant issued and outstanding.
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CLEMENTS GOLDEN PHOENIX
ENTERPRISES, INC. AND SUBSIDIARY
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FINANCIAL STATEMENTS
DECEMBER 31, 2001
C O N T E N T S
Page
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Balance Sheet F-1
Statements of Operations F-2
Statements of Cash Flows F-3
Notes to Condensed Consolidated Financial Statements F-4
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 2001
ASSETS
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CURRENT ASSETS
Cash and cash equivalents $ 466
Accounts receivable 110,404
Loans and accrued interest receivable from former officer, net of
allowance of $121,326 -
Prepaid expenses 25,293
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Total current assets 136,163
PROPERTY AND EQUIPMENT, NET 17,102
OTHER ASSETS 573
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TOTAL ASSETS $ 153,838
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LIABILITIES AND DEFICIENCY IN ASSETS
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CURRENT LIABILITIES
Accounts payable $ 602,605
Accrued expenses 231,077
Accrued interest payable - stockholders 288,169
Convertible notes payable 500,000
Loans payable-stockholders 671,248
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Total current liabilities 2,293,099
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DEFICIENCY IN ASSETS
Common stock, $.001 par value; 12,500,000 shares authorized; 9,714,201
shares issued and outstanding 9,714
Additional paid-in capital 4,852,364
Accumulated deficit ( 7,001,339)
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Total deficiency in assets ( 2,139,261)
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TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 153,838
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See accompanying notes.
F-1
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000
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Three Months Ended Nine Months Ended
December 31, December 31,
--------------------------------- --------------------------------------
2001 2000 2001 2000
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REVENUE $ 109,658 $ 89,424 $ 132,921 $ 193,481
COST OF GOODS SOLD 92,454 72,575 132,465 203,815
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GROSS PROFIT (LOSS) 17,204 16,849 456 ( 10,334)
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OPERATING EXPENSES
Consulting fees 49,000 91,664 203,595 515,890
Market research and development - 198,341 - 517,497
Professional fees 13,484 33,332 59,325 74,079
Salaries 47,635 84,173 186,005 277,831
Selling, general and administrative 41,378 229,044 209,485 433,995
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Total operating expenses 151,497 636,554 658,410 1,819,292
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LOSS BEFORE OTHER INCOME (EXPENSE) ( 134,293) ( 619,705)( 657,954) ( 1,829,292)
- --------------------------------------------- --------------------------------- --------------------------------------
OTHER INCOME (EXPENSE)
Interest income 2 2,041 6 6,607
Interest expense ( 54,693) ( 49,609)( 177,989) ( 135,481)
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Total other income (expense) ( 54,691) ( 47,568)( 177,983) ( 128,874)
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NET LOSS ( $ 188,984) ( $ 667,273)( $ 835,937) ( $ 1,958,500)
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NET LOSS PER COMMON SHARE - BASIC AND DILUTED ( $ 0.02) ( $ 0.02)( $ 0.10) ( $ 0.08)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 9,714,201 5,558,823 8,541,756 5,016,441
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See accompanying notes.
F-2
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000
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Nine Months Nine Months
Ended Ended
December 31, 2001 December 31, 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ( $ 835,937) ( $ 1,958,500)
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Adjustment to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 8,690 14,466
Bad debts - 29,507
Common stock issued for services - 23,346
Loss on disposition of transportation equipment 4,083 -
Changes in operating assets and liabilities:
Account receivable ( 104,904) ( 57,501)
Interest receivable - ( 5,043)
Prepaid consulting fees 48,147 103,000
Inventory 20,401 1,317
Prepaid expenses ( 17,650) -
Accounts payable - trade 368,443 62,959
Accounts payable - related party - 40,000
Accrued expenses 125,380 16,553
Accrued interest payable 173,963 118,408
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Total adjustments ( 626,553) 347,012
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Net cash used in operating activities ( 209,384) ( 1,611,488)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - ( 46,942)
Proceeds from disposition of transportation equipment 61,750 -
Other assets 186 19,080
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Net cash provided by (used in) investing activities 61,936 ( 27,862 )
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CASH FLOWS FROM FINANCING ACTIVITIES:
Loans to former officer - ( 26,887)
Proceeds from convertible notes payable - 442,812
Proceeds from subscription deposit, net - 196,900
Proceeds from long-term borrowings - 38,229
Principal payments of long-term debt ( 52,689) ( 17,709)
Proceeds from stockholder loans 210,871 -
Principal repayments of stockholder loans ( 23,055) ( 28,232)
Proceeds from issuance of common stock - 803,278
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Net cash provided by financing activities 135,127 1,408,391
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NET DECREASE IN CASH AND CASH EQUIVALENTS ( 12,321) ( 230,959)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 12,787 240,451
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 466 $ 9,492
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Supplemental Disclosure:
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Cash paid for interest $ 4,026 $ 133,003
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Supplemental Disclosure of Non-Cash Investing and Financing Activities:
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Notes payable and accrued interest transferred to additional paid-in capital ( $ 783,552) $ -
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See accompanying notes.
F-3
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
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Consolidation
The condensed consolidated financial statements include the accounts of
Clements Golden Phoenix Enterprises, Inc. and its wholly owned subsidiary,
Globefruits, Inc. (collectively "the Company"). The wholly owned subsidiary
changed its name from Clements Citrus Sales of Florida, Inc. to
Globefruits, Inc in October 2001. All significant intercompany balances and
transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with
the instructions to Form 10-QSB for quarterly reports under section 13 or
15(d) of the Securities Exchange Act of 1934. Accordingly, they do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and nine month periods
ended December 31, 2001 are not necessarily indicative of the results that
may be expected for the year ending March 31, 2002. For further
information, refer to the Company's audited financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-KSB
for the year ended March 31, 2001.
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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Net Income (Loss) Per Share
The Company applies Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (FAS 128) which requires dual presentation of net
income per share; Basic and Diluted. Basic earnings (loss) per share is
computed using the weighted average number of common shares outstanding
during the period. Diluted earnings (loss) per share is computed using the
weighted average number of common shares outstanding during the period
adjusted for incremental shares attributed to outstanding options to
purchase shares of common stock. Outstanding stock equivalents were not
considered as their effect would have been anti-dilutive.
F-4
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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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Reclassifications
Certain amounts in the financial statements for the three and nine month
periods ended December 31, 2000 have been reclassified to conform with the
December 31, 2001 financial statement presentation. Such reclassifications
had no effect on reported net income.
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NOTE 3. GOING CONCERN CONSIDERATIONS
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During the fiscal year ended March 31, 2001 and continuing in 2002, the
Company experienced, and continues to experience, certain cash flow
problems and has, from time to time, experienced difficulties meeting its
obligations as they become due. As reflected in the condensed consolidated
financial statements, the Company has incurred net losses of approximately
$189,000 and $836,000 for the three and nine months ended December 31,
2001, respectively. In addition, the Company's consolidated financial
position reflects a working capital deficiency of approximately $2,150,000
at December 31, 2001. Management's plans with regard to these matters
encompass the following actions:
Liquidity
1. Financing from Third Party Sources
In the fiscal year ended March 31, 2002 the Company plans to continue its
equity fundraising efforts and is in the process of completing a private
placement under which the Company is attempting to raise $6,000,000 in
exchange for shares of the Company's common stock.
2. Financing from Private Loans
The Company plans to continue accepting private loans, including
convertible loans, to fund operations until such time as working capital is
adequate.
Profitability
1. Business Plan
The Company has formulated, and is in the process of implementing, a
strategic plan focussed on business development in terms of increased
revenues and reduced operating expenses. The key elements of the plan
include the following:
o Focus operations globally as opposed to limiting the Company's markets to
the Asian territories
o Implement a distribution strategy utilizing strategic alliances with major
global food companies in addition to existing distributors
o Shift marketing and market research expenses burden from the Company to
local distributors 2.
F-5
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NOTE 3. GOING CONCERN CONSIDERATIONS (Continued)
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2. Improvement in Operational Costs
Management continues its efforts to manage costs and operating expenses, so
as to improve gross margins and profitability.
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NOTE 4. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER
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Loans and accrued interest receivable from former officer is comprised of
funds disbursed to or on behalf of a former officer for various personal
expenditures. In July 2000, the Company began withholding from the former
officer's wages to pay back the loans. The loans bear interest at 8 1/2%
per annum. During April 2001, the officer was terminated and management
believes there is significant uncertainty regarding recoverability.
Accordingly, the loans and related accrued interest have been fully
reserved at December 31, 2001.
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NOTE 5. CONVERTIBLE NOTES PAYABLE
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At December 31, 2001, convertible notes payable consisted of the following:
o $100,000 note to a stockholder dated March 1, 2000. Interest accrues at a
rate of 12% per annum on the unpaid principal balance and is due quarterly.
The unpaid principal and accrued interest could be converted into shares of
the restricted common stock of the company at the option of the payee on or
before March 1, 2001. If not converted, the unpaid principal and accrued
interest would be due on March 1, 2001. The note has matured and is due on
demand.
o $150,000 note to a stockholder dated October 19, 2000. Interest accrues at
a rate of 12% per annum on the unpaid principal balance and is due
quarterly. The unpaid principal and accrued interest could be converted
into shares of the restricted common stock of the company at the option of
the payee on or before October 19, 2001. If not converted, the unpaid
principal and accrued interest would be due on October 19, 2001. The note
has matured and is due on demand.
o $250,000 note to a stockholder dated December 11, 2000. Interest accrues at
a rate of 11% per annum on the unpaid principal balance and was due on
April 10, 2001. The unpaid principal and accrued interest may be converted
into shares of the restricted common stock of the company at the option of
the payee on or before April 10, 2001. As the note was not converted, the
unpaid principal and accrued interest was due on April 10, 2001. However,
the Company received an extension of the due date of the principal and
accrued interest until October 10, 2001. In connection with this note, the
Company issued the note holder 6,250 shares of the Company's restricted
common stock and warrants to purchase 6,250 additional shares of the
Company's restricted common stock. The note has matured and is due on
demand.
F-6
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NOTE 6. LOANS PAYABLE - STOCKHOLDERS
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Certain stockholders have advanced funds to the Company for working capital
purposes. These advances are evidenced by promissory notes with stated
interest rates of 12% per annum. The principal and accrued interest are
payable on demand.
During the nine months ended December 31, 2001, loans payable aggregating
$500,000 were converted into 2,500,000 shares of restricted common stock.
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NOTE 7. RELATED PARTIES
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During the nine months ended December 31, 2001, an officer of the Company
advanced approximately $133,000 for working capital, of which approximately
$15,000 was repaid prior to December 31, 2001. Additionally, three
companies controlled by the officer paid operating expenses of
approximately $73,000 on behalf of the Company during the nine months ended
December 31, 2001, of which approximately $11,000 was repaid prior to
December 31, 2001 and the remainder is included in accounts payable at
December 31, 2001.
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NOTE 8. COMMITMENT AND CONTINGENCY
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Sales Commission Agreements
During July 2001, the Company entered into two sales commission agreements
with two companies ("Sales Agents") to sell the Company's product in Asia,
Europe and the Middle East. These agreements provide for commissions to the
Sales Agents ranging from 5% to 8% based on certain sales volumes.
Employment Agreement
On September 26, 2001, the Company entered into an employment agreement
with the president of the Company effective July 1, 2001. The agreement is
for a period of two years at a salary of $75,000 per year plus certain
bonuses based on the Company's revenues. In connection with the agreement,
the president received options to purchase 500,000 shares of the Company's
common stock, half of which vest on September 28, 2001, with the remaining
balance vesting on July 1, 2002. The employee resigned in October 2001.
Supplier Agreement
In November 2001, the Company entered into an agreement with a water and
juice distributor to be the exclusive supplier of bottled water, flavored
bottled water, fruit juices and dried fruits. The term of the agreement
is for a period of three years. The distributor is to be paid a commission
equal to 10 percent of the gross proceeds of all sales under the agreement.
Letter of Intent
During December 2001, the Company entered into a letter of intent agreement
to purchase all the tangible and intangible assets of a fruit processing
and packaging company and its related marketing company. A closing date has
not been set and the purchase price will be determined after the Company
performs certain due diligence procedures. There are no time constraints or
deadlines with respect to the due diligence period available to the
Company.
F-7
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NOTE 8. COMMITMENT AND CONTINGENCY (Continued)
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Litigation
In July 2001, a stockholder with demand notes payable (the "Notes") filed a
lawsuit against the Company for payment of all amounts outstanding pursuant
to the demand provisions of the Notes. During November 2001, the Company
settled the lawsuit related to the notes payable and accrued interest for
$10,000 and transferred approximately $784,000 to additional paid-in
capital.
F-8
Item 2. Management's Discussion and Analysis
General
In October 2001, the Registrant's wholly owned subsidiary changed its name
from Clements Citrus Sales of Florida, Inc. to GlobeFruits, Inc. ("GF").
In October 2001, Anne-Marie Ludlum resigned as the Company's Chief
Financial Officer, Antonio Doria resigned as the Company's President, Chief
Executive Officer and as a Director, Marvin Burstein resigned as the Company's
Chief Financial Officer and Samuel P. Sirkis resigned as a Director. None
furnished the Registrant with a letter requesting that any matter be disclosed.
In November 2001, the Company entered into a contract with Paradise Water
and Juice Co., Inc. ("Paradise"), whereby the Company will act as the exclusive
supplier of Paradise for bottled water, flavored bottled water, fruit juices and
dried fruits. The term of the contract is for a period of three (3) years.
Paradise is to be paid a commission equal to ten percent (10%) of the gross
proceeds of all sales under the contract.
Discussion and Analysis
The Company is incorporated in the State of Florida. The Company was
originally incorporated as Lucid Concepts, Inc. on July 15, 1994. It changed its
name to the current name in connection with a share exchange between the Company
and GF on December 31, 1999 (the "Agreement"). The Company's common stock is
currently quoted on the Over the Counter Bulletin Board under the symbol "CGPE".
Its executive offices are presently located at 3135 S.W. Mapp Road, P.O. Box
268, Palm City, FL 34991. Its telephone number is (561) 287-5958 and its
facsimile number is (561) 287-9776.
The Company was formed with the contemplated purpose to manufacture and
market imported products from China in the United States and elsewhere. The
business concept and plan was based upon information obtained by the
incorporator several years before while working in China. The incorporator was
unable to obtain the cooperation and assistance of the Chinese and investors to
implement the proposed plan. After development of a business plan and efforts to
develop the business failed, all such efforts were abandoned. In December 1999,
at the time it acquired GF as a wholly-owned subsidiary, its purpose changed to
GF's initial purpose of citrus exportation.
The Company was still in the development stage until December 1999 when the
Share Exchange took place between GF and the Company and is still emerging from
that stage. The Company has only recently begun shipping its citrus products to
China. For the three (3) months ended December 31, 2001, the Company generated
revenues in the amount of $109,658 from the sale of fruit and juice. Due to the
Company's limited operating history and limited resources, among other factors,
there can be no assurance that profitability or significant revenues on a
quarterly or annual basis will occur in the future.
12
Since contracting with its first two (2) distributors and upon being
granted permits to ship citrus directly to mainland China, the Company has begun
to make preparations for a period of growth, which may require it to
significantly increase the scale of its operations. This increase will include
the hiring of additional personnel in all functional areas and will result in
significantly higher operating expenses. The increase in operating expenses is
expected to be matched by a concurrent increase in revenues. However, the
Company's net loss may continue even if revenues increase and operating expenses
may still continue to increase. Expansion of the Company's operations may cause
a significant strain on the Company's management, financial and other resources.
The Company's ability to manage recent and any possible future growth, should it
occur, will depend upon a significant expansion of its accounting and other
internal management systems and the implementation and subsequent improvement of
a variety of systems, procedures and controls. There can be no assurance that
significant problems in these areas will not occur. Any failure to expand these
areas and implement and improve such systems, procedures and controls in an
efficient manner at a pace consistent with the Company's business could have a
material adverse effect on the Company's business, financial condition and
results of operations. As a result of such expected expansion and the
anticipated increase in its operating expenses, as well as the difficulty in
forecasting revenue levels, the Company expects to continue to experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.
Results of Operations -For the Three Months Ending December 31, 2001 and
December 31, 2000 and the Nine Months ended December 31, 2001 and December 31,
2000
Financial Condition, Capital Resources and Liquidity
For the quarter ended December 31, 2001 and December 31, 2000, the Company
recorded $109,658 revenues and revenues in the amount of $89,424
respectively.
For the nine (9) months ended December 31, 2001 and December 31, 2000, the
Company recorded revenues in the amount of $132,921 and $193,481
respectively. The reason for the decrease in revenues is a decrease in sales
activities.
For the quarter ended December 31, 2001 and December 31, 2000, the Company
had salary expenses of $47,635 and $84,173. The reason for the
decrease is a scale back in operations.
For the nine (9) months ended December 31, 2001 and December 31, 2000, the
Company had salary expenses of $186,005 and $277,831.
For the quarter ended December 31, 2001, the Company had selling, general
and administrative expenses of $41,378. For the nine (9) months ended
December 31, 2001, the Company had selling, general and administrative expenses
in the approximate amount of $209,485.
13
For the quarter ended December 31, 2001 and December 31, 2000, the Company
paid consulting fees in the amount of $49,000 and $91,664 respectively.
This decrease of $42,664 was due primarily to decreased participation in
trade shows.
For the nine (9) months ended December 31, 2001 and December 31, 2000, the
Company paid consulting fees in the amount of $203,595 and $515,890
respectively.
For the quarter ended December 31, 2001 and the quarter ended December 31,
2000, the Company had total operating expenses of $151,497 and $636,554
respectively.
For the nine (9) months ended December 31, 2001 and December 31, 2000, the
Company had total operating expenses in the approximate amount of $658,410
and $1,819,292 respectively. The reason for the decrease of $1,160,882, was
because the Company scaled back its operations.
Net Losses
For the quarter ended December 31, 2001 and the quarter ended December 31,
2000, the Company reported a net loss from operations of $188,984 and
$667,273 respectively.
For the nine (9) months ended December 31, 2001 and the nine (9) months
ended December 31, 2000, the Company reported a net loss from operations in the
amount of $835,937 and approximately $1,958,500.
The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing. The Company is
currently seeking financing to allow it to begin its planned operations.
Employees
At December 31, 2001, the Company employed three (3) persons. None of these
employees are represented by a labor union for purposes of collective
bargaining. The Company considers its relations with its employees to be
excellent. The Company plans to employ additional personnel as needed upon
product rollout to accommodate fulfillment needs.
Research and Development Plans
The Company believes that research and development is an important factor
in its future growth. Although, the citrus growing and exportation industry is
not closely linked to technological advances, it occasionally produces new ways
to raise and harvest crops, resulting in disease and pest resistant product,
which stays fresh for a longer period of time. Therefore, the Company must
continually invest in the technology to provide the best quality product to the
public and to effectively compete with other companies in the industry. No
assurance can be made that the Company will have sufficient funds to purchase
technological advances as they become available.
14
Additionally, due to the rapid advance rate at which technology advances, the
Company's equipment may be outdated quickly, preventing or impeding the Company
from realizing its full potential profits.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances. However,
whether actual results or developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities (or
lack thereof) that may be presented to and pursued by the Company; changes in
laws or regulation; and other factors, most of which are beyond the control of
the Company.
Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
PART II
Item 1. Legal Proceedings.
In August 2001, the Company, its subsidiary and Henry T. Clements, the
Company's former Chief Executive Officer and a current Director of the Company
were named in a complaint filed by Edward M. Sellian alleging nonpayment of
$635,000 plus interest allegedly owed to him by GF and/or CGPE, and which Henry
T. Clements allegedly secured with all or some of the common stock owned by him
in the Company. The complaint was filed in the circuit court of the nineteenth
judicial district in and for Martin county, Florida. Since that time, the
lawsuit has been settled by and between all parties and a dismissal with
prejudice entered with the Court.
Item 2. Changes in Securities and Use of Proceeds
None.
15
Item 3. Defaults in Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending December 31, 2001,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
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3.(i).1 [1] Articles of Incorporation of The Silk Road Renaissance Company filed July 5, 1994.
3.(i).2 [1] Articles of Amendment to Articles of Incorporation changing the name to Gillette
Industries Group, Inc. filed December 5, 1994.
3.(i).3 [4] Articles of Amendment to Articles of Incorporation changing the name to Lucid
Concepts, Inc. filed June 3, 1999.
3.(i).4 [4] Articles of Amendment to Articles of Incorporation changing the name to Clements
Golden Phoenix Enterprises, Inc. filed January 4, 2000.
3.(ii).1 [1] Bylaws of the Company.
4.1 [4] Convertible Note between the Company and Bassuener Cranberry Corporation dated
January 13, 2000.
4.2 [4] Convertible Note between the Company and Ranger Cranberry Company, LLC dated
January 13, 2000.
4.3 [4] Convertible Note between the Company and Philip Taurisano dated March 1, 2000.
4.4 [6] Promissory Note by the Company in favor of Bonnie K. Ludlum dated September
28, 2000.
16
4.5 [9] Convertible Note by the Company in favor of Philip Taurisano dated October 19,
2000.
4.6 [10] Convertible Note by the Company in favor of James E. Groat dated December 11,
2000.
4.7 [10] Private Placement Memorandum dated June 18, 2001.
4.8 [12] Convertible Note in favor of Joseph Rizzuti dated September 30, 2001.
4.9 [12] Warrant in favor of Antonio Doria dated July 24, 2001.
4.10 [12] Warrant in favor of Antonio Doria dated September 28, 2001.
4.11 [12] Warrant in favor of Antonio Doria dated July 1, 2002.
10.1 [2] Share Exchange Agreement between the Company and Clements Citrus Sales of
Florida, Inc. dated December 31, 1999.
10.2 [4] Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
and Hongrun Trade Co., Ltd. dated September 29, 1999.
10.3 [4] Exclusive Distributorship Agreement between Clements Citrus Sales of Florida, Inc.
and Qinhuangdao RutherSoft dated May 16, 2000.
10.4 [4] Lease between Clements Citrus Sales of Florida, Inc. and Edward Sellian for the
premises located at 32C East Osceola Street, Stuart, FL 34996.
10.5 [5] Employment Agreement with Samuel P. Sirkis dated August 1, 2000.
10.6 [6] Consulting Contract between Clements Citrus Sales of Florida, Inc. and Condor
Consulting, LLC dated September 15, 2000.
10.7 [6] Sales and Marketing Contract between Clements Citrus Sales of Florida, Inc. and
Tianjin Hongrun Trading Co., Ltd. dated October 8, 2000.
10.8 [9] Warrant to purchase 25,000 shares of the Company's Common Stock in favor of
James E. Groat dated December 11, 2000.
10.9 [9] Common Stock Purchase Agreement between the Company and Capital Consultants,
Inc. dated February 1, 2001.
10.10 [9] Registration Rights Agreement between the Company and Capital Consultants, Inc.
dated February 1, 2001.
17
10.11 [9] Amendment to Employment Agreement between the Company and Samuel P. Sirkis.
10.12 [9] Warrant to purchase 800,000 shares of the Company's Common Stock in favor of
Samuel P. Sirkis dated February 1, 2001.
10.13 [9] Warrant to purchase 100,000 shares of the Company's Common Stock in favor of
Condor Consulting, LLC dated September 15, 2000.
10.14 [9] Promissory Note by the Company in favor of Donald H. Sturm in the principal
amount of $100,000 dated February 7, 2001.
10.15 [10] Import Agency Contract between Clements Citrus Sales of Florida, Inc. and Golden
Wing Mau Enterprise Development Co. Ltd.
10.16 [11] Agreement between J. R. Ruzzuti and Antonio Doria dated June 29, 2001.
10.17 [12] Letter agreement between the Company and Trade Link Group, Inc. dated July 19,
2001.
10.18 [12] Supply agreement between the Company and Paradise Water and Juice Co., Inc.
dated November 7, 2001.
16.1 [7] Letter on change of certifying accountant pursuant to Regulation SK, Section
304(a)(3)2.
16.2 [7] Letter from Joan R. Staley, CPA, P.A.
16.3 [8] Letter on change of certifying accountant pursuant to Regulation SK, Section
304(a)(3)2.
16.4 [8] Letter from Joan R. Staley, CPA, P.A.
99.1 [3] Board Resolution dated April 18, 2000 authorizing change in fiscal year of the
Company to March 31.
99.2 [3] Board Resolution dated April 18, 2000 authorizing change in fiscal year of Clements
Citrus Sales of Florida, Inc. to March 31.
- --------------------
(* Filed herewith)
18
[1] Previously filed with the Company's Registration Statement on Form 10SB
filed August 24, 1999.
[2] Previously filed with the Company's Current Report on Form 8-K filed
January 12, 2000.
[3] Previously filed with the Company's Current Report on Form 8-K filed April
18, 2000.
[4] Previously filed with the Company's Annual Report on Form 10KSB filed July
12, 2000.
[5] Previously filed with the Company's Quarterly Report on Form 10QSB filed
August 21, 2000.
[6] Previously filed with the Company's Quarterly Report on Form 10QSB filed
November 14, 2000.
[7] Previously filed with the Company's Current Report on Form 8-K filed
December 26, 2000.
[8] Previously filed with the Company's Current Report on Form 8-KA filed
February 15, 2001.
[9] Previously filed with the Company's Quarterly Report on Form 10QSB filed
February 20, 2001.
[10] Previously filed with the Company's Annual Report on Form 10KSB filed July
16, 2001.
[11] Previously filed with the Company's Quarterly Report on Form 10QSB filed
August 20, 2001.
[12] Previously filed with the Company's Quarterly Report on Form 10QSB filed
November 19, 2001.
(b) A report on Form 8-K was filed on January 12, 2000 reporting the Share
Exchange conducted between the Company and Clements Citrus Sales of Florida,
Inc. on December 31, 1999. An amended report on Form 8-KA was filed on February
28, 2000 which included the required financial statements of Clements Citrus
Sales of Florida, Inc. Another report on Form 8-K was filed on April 18, 2000
changing the Company's fiscal year to March 31. A report on Form 8-K was filed
on December 26, 2000 disclosing a change in the Registrant's Certifying
Accountant. Lastly, an amended Form 8-K was filed on February 15, 2001, which
amended the report previously filed December 26, 2000, to include certain
information requested by the Commission.
19
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
(Registrant)
Date February 19, 2002 By: /s/ Joseph Rizzuti
---------------------------------
Joseph Rizzuti, sole officer and director
20