EXHIBIT 99.1



                              DiRocco & Dombrow, PA
                         3601 West Commercial Boulevard
                                    Suite 39
                            Ft. Lauderdale, FL 33309



Gentlemen,

     We are  unable to  complete  the  review  of the  financial  statements  of
Clements Golden Phoenix Enterprises,  Inc., as of September 30, 2002 and for the
quarter then ended in time for the Company's Form 10-QSB to be filed timely,  as
we have not received the  information to allow us to complete our review.  Thank
you.



Very truly yours,

/s/ DiRocco & Dombrow, PA
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DiRocco & Dombrow, PA
Ft. Lauderdale, FL
November 14, 2002