UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2002
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-27137 65-0509296
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) 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)
Registrant's telephone number, including area code: (561) 287-5958
N/A
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(Former name or former address, if changes since last report)
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Phone:(561) 832-5696
Facsimile:(561) 659-5371
The purpose of this current report on Form 8-K is to change the Registrant's
Certifying Accountant.
ITEM 4(a). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 13, 2002 Kaufman, Rossin, & Co. notified the Company that they
declined to stand for re-election as the Company's independent auditors due to
financial reasons.
Kaufman, Rossin, & Co. performed the audit for the period ended March 31, 2001.
Both of the former accountants' reports for the last two fiscal years contained
uncertainties as to the ability of the Company to continue as a going concern.
Neither contained any adverse opinion or a disclaimer of opinion, or was
qualified.
During the Registrant's two most recent fiscal years and during any subsequent
interim period prior to the declination to stand for re-election as the
Company's independent auditors, there were no disagreements with Kaufman,
Rossin, & Co. with respect to accounting or auditing issues of the type
discussed in Item 304(a)(iv) of Regulation S-B.
ITEM 4(b). CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 13, 2002, the Company's board of directors approved the engagement the
firm of DoRocco & Dombrow Financial Corporation located at 3601 West Commercial
Boulevard, Suite 39, Ft. Lauderdale, FL 33309, as the Company's independent
auditors. Such appointment was accepted by Raymond M. DoRocco of the firm.
During the Registrant's two most recent fiscal years or any subsequent interim
period prior to engaging DoRocco & Dombrow Financial Corporation, the Company,
or someone on the Company's behalf had not consulted DoRocco & Dombrow Financial
Corporation regarding any of the accounting or auditing concerns stated in Item
304(a)(2) of Regulation S-B.
On September 17, 2002 the Company provided Kaufman, Rossin, & Co. with a copy of
this disclosure and requested that it furnish a letter to the Company, addressed
to the SEC, stating that it agreed with the statements made herein or the
reasons why it disagreed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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16.1 KAUFMAN ROSSIN & CO. letter regarding change of accountant.
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.
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(Registrant)
Date: September 17, 2002
BY: /s/ Joseph R. Rizzuti
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Joseph R. Rizzuti, Chairman and Chief Operating Officer