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: September 30, 2002
Commission file no.: 0-27137
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0509296
- ------------------------------------ ----------------------
(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
- --------------------------------------- ----------------------
(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
- --------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
--------------------------------------------------------
(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
--- ---
As of September 30, 2002, there were 49,964,241 shares of voting stock of
the registrant issued and outstanding. Of the 49,964,241 shares of the voting
stock of the registrant issued and outstanding as of September 30, 2002,
40,250,000 shares were owned by PMC Trust UAD 3-31-91 ("PMC") pursuant to a
pending subscription agreement for which the Company has not yet received
payment. Excluding the shares subscribed to by PMC, the registrant had 9,714,241
shares of its voting stock issued and outstanding as of September 30, 2002.
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Clements Golden Phoenix
Enterprises, Inc. and Subsidiary
FINANCIAL STATEMENTS
September 30, 2002
TABLE OF CONTENTS
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2002 2002
------------------ ----------------
(Unaudited) (Audited)
CURRENT ASSETS
Cash and cash equivalents $ - $ 48
Accounts receivable, net of allowance of $82,244 28,160 28,160
Loans and accrued interest receivable from former officer, net of
allowance of $121,326 - -
------------------ ----------------
Total current assets 28,160 28,208
PROPERTY AND EQUIPMENT, NET 13,018 15,693
------------------ ----------------
TOTAL ASSETS $ 41,178 $ 43,901
================== ================
LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Accounts payable $ 584,743 $ 544,784
Accrued expenses 330,835 318,765
Accrued interest payable - stockholders 399,017 325,192
Convertible notes payable 500,000 500,000
Loans payable -- stockholders 751,248 751,248
TOTAL LIABILITIES 2,565,843 2,439,989
------------------ ----------------
DEFICIENCY IN ASSETS
Common stock, $.001 par value; 50,000,000 shares authorized;
10,764,201 shares issued and outstanding 10,764 10,764
Additional paid-in capital 4,931,408 4,931,408
Accumulated deficit (7,466,837) (7,338,260)
TOTAL DEFICIENCY IN ASSETS (2,524,665) (2,396,088)
------------------ ----------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 41,178 $ 43,901
================== ================
See accompanying notes.
1
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
Three months ended Six months ended
September 30, September 30,
------------------------------------ -----------------------------------
2002 2001 2002 2001
----------------- ----------------- ---------------- -----------------
REVENUE $ - $ 15,957 $ - $ 23,263
COST OF GOODS SOLD - 14,633 - 40,427
----------------- ----------------- ---------------- -----------------
GROSS PROFIT (LOSS) - 1,324 - (17,164)
----------------- ----------------- ---------------- -----------------
OPERATING EXPENSES
Consulting fees - 7,999 - 154,594
Professional fees 41,272 17,148 43,782 48,340
Salaries - 60,058 - 138,370
Selling, general and administrative 2,477 52,911 10,970 166,856
Total operating expenses 43,749 138,116 54,752 508,160
----------------- ----------------- ---------------- -----------------
LOSS BEFORE OTHER INCOME (EXPENSE) (43,749) (136,792) (54,752) (525,324)
----------------- ----------------- ---------------- -----------------
OTHER INCOME (EXPENSE)
Interest income - 2 - 2
Interest expense (19,227) (57,365) (73,825) (121,631)
Total other income (expense) (19,227) (57,363) (73,825) (121,629)
----------------- ----------------- ---------------- -----------------
NET LOSS (62,976) (194,155) (128,577) (646,953)
================= ================= ================ =================
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.01) $ (0.02) $ (0.01) $ (0.08)
================= ================= ================ =================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 10,764,201 8,668,005 10,764,201 7,949,091
================= ================= ================ =================
See accompanying notes.
2
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
2002 2001
--------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (128,577) $ (646,953)
--------------- ----------------
Adjustment to reconcile net loss to net cash (used in) operating activities:
Depreciation 2,675 7,353
Loss on disposition of transportation equipment - 4,083
Changes in operating assets and liabilities:
Accounts receivable - 3,309
Prepaid consulting fees - 48,147
Prepaid expenses - (3,872)
Inventory - 20,401
Accounts payable 39,959 240,108
Accrued interest payable 73,825 119,271
Accrued expenses 12,070 81,574
Total adjustments 128,529 520,374
--------------- ----------------
Net cash used in operating activities (48) (126,579)
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposition of transportation equipment - 61,750
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt - (52,689)
Proceeds from stockholder loans - 118,470
Principal repayments of stockholder loans - (10,555)
Net cash provided by financing activities - 55,226
--------------- ----------------
DECREASE IN CASH AND CASH EQUIVALENTS (48) (9,603)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 48 12,787
--------------- ----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ - $ 3,184
=============== ================
Supplemental Disclosure:
Cash paid for interest $ - $ 1,280
Cash paid for taxes $ - $ -
See accompanying notes.
3
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
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 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 six month period
ended September 30, 2002 are not necessarily indicative of the results that may
be expected for the year ending March 31, 2003. 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 June 30, 2
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 in the calculation for periods
in which the Company sustained a loss as their effect would have been
anti-dilutive.
4
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)
Reclassifications
Certain amounts in the financial statements for the six month period ended
September 30, 2001 have been reclassified to conform with the September 30, 2002
financial statement presentation. Such reclassifications had no effect on
reported net income.
NOTE 3. GOING CONCERN CONSIDERATIONS
During the fiscal year ended March 31, 2002 and continuing in fiscal 2003, 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 $129,000 for the six months
ended September 30, 2002, and as of September 30, 2002, the Company's
consolidated financial position reflects a working capital deficiency of
approximately $2,525,000. Management's plans with regard to these matters
encompass the following actions:
Liquidity
1. Financing from Third Party
Sources For the fiscal year ending March 31, 2003, the Company plans to
continue its equity fundraising efforts and is in the process of completing
a private placement with an individual under which the Company is
attempting to raise $4,000,000 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 focused on business development in terms of increased
revenues and reduced operating expenses. The key elements of the plan
include the following:
- Focus operations globally as opposed to limiting the Company"s markets
to the Asian territories
- Implement a distribution strategy utilizing strategic alliances with
major global food companies in addition to existing distributors
- Shift marketing and market research expenses burden from the Company
to local distributors
Management continues its efforts to manage costs and operating expenses, so
as to improve gross margins and profitability.
NOTE 4. LOANS AND ACCRUED INTEREST RECEIVABLE FROM FORMER OFFICER
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 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 September 30, 2002.
5
NOTE 5. CONVERTIBLE NOTES PAYABLE
At June 30, 2002, convertible notes payable consisted of the following:
- $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.
- $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.
- $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.
NOTE 6. LOANS PAYABLE - STOCKHOLDERS
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.
NOTE 7. RELATED PARTIES
During the six months ended September 30, 2002, a company controlled by an
officer of the Company paid operating expenses of approximately $9,000 on behalf
of the Company. As of September 30, 2002, the balance due to the related company
is approximately $28,000 and is included in accounts payable.
6
Item 2. Management's Discussion and Analysis
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 GlobeFruits, Inc. f/k/a Clements Citrus Sales of Florida, Inc., a Florida
corporation ("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
Agreement took place between GF and the Company and is still emerging from that
stage. For the three (3) months ended September 30, 2002, the Company generated
no revenues. 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.
Since contracting with its first two (2) distributors and upon being
granted permits to ship citrus directly to mainland China, the Company has
significantly paired down operations in an effort to cut expenses. It has laid
off all of its employees including virtually all of its upper level management
due to lack of working capital. Its ability to continue as a going concern is
questionable.
Results of Operations -For the Three and Six Months Ended September 30, 2002 and
September 30, 2001
Financial Condition, Capital Resources and Liquidity
For the quarter ended September 30, 2002 and 2001, the Company recorded
revenues of $0 and $15,957 respectively. For the six months ended September 30,
2002 and 2001, the Company recorded revenues of $0 and $23,263 respectively.
7
For the quarter ended September 30, 2002 and 2001, the Company had salary
expenses of $0 and $60,058. The reason for the decrease is a scale back in
operations. For the six months ended September 30, 2002 and 2001, the Company
had salary expenses of $0 and $138,370.
For the quarter ended September 30, 2002 and 2001, the Company had selling,
general and administrative expenses of $2,477 and $52,911, respectively. For the
six months ended September 30, 2002 and 2001, the Company had selling, general
and administrative expenses of $10,970 and $166,856, respectively.
For the quarter ended September 30, 2002 and 2001, the Company paid
professional fees in the amount of $41,272 and $17,148 respectively. This
decrease was due primarily to decreased participation in trade shows. For the
six months ended September 30, 2002 and 2001, the Company paid consulting fees
in the amount of $43,782 and $48,340 respectively. Although the professional
fees are considerably higher for the 3 months ended September 2002 than for the
3 months ended September 2001, they are comparable for the 9 months ended
September 2002 and 2001.
For the quarter ended September 30, 2002 and 2001, the Company paid
consulting fees in the amount of $0 and $7,999 respectively. This decrease was
due primarily to decreased participation in trade shows. For the six months
ended September 30, 2002 and 2001, the Company paid consulting fees in the
amount of $0 and $154,594 respectively.
For the quarter ended September 30, 2002 and 2001, the Company had total
operating expenses of $43,749 and $138,116 respectively. The reason for the
decrease was because the Company significantly scaled back its operations. For
the six months ended September 30, 2002 and 2001, the Company had total
operating expenses of $54,752 and $508,160 respectively.
Net Losses
For the quarter ended September 30, 2002 and 2001, the Company reported a
net loss from operations of $62,976 and $194,155 respectively. For the six
months ended September 30, 2002 and 2001, the Company reported a net loss from
operations of $128,577 and $646,953 respectively.
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 continue its planned operations.
Employees
At September 30, 2002, the Company employed one (1) person, Joseph Rizzuti,
who acts as the Company's sole officer and director.
8
Research and Development Plans
None.
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 September 2002, Graceland Fruit, Inc. sued GF and received a final
judgment in the amount of $20,284.01, which judgment bears interest at a rate of
nine percent per annum.
Item 2. Changes in Securities and Use of Proceeds
None.
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 September 30, 2002,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
9
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
- --------------------------------------------------------------
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.
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.
10
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.
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.
11
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. Rizzuti 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 * Sarbanes Oxley Certification by Chief Executive Officer.
99.2 * Sarbanes Oxley Certification by Chief Financial Officer.
- --------------------
(* Filed herewith)
[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.
12
[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. 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. A report on Form 8-K was filed on August 13, 2002
disclosing a change in the Registrant's Certifying Accountant. An amended 8-K
was filed on September 18, 2002, which report amended the report previously
filed August 13, 2002.
13
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 November 14, 2002 By:/s/ Joseph Rizzuti
----------------------------------------
Joseph Rizzuti, sole officer and director
14
CERTIFICATIONS
I, Joseph Rizzuti, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clements Golden
Phoenix Enterprises, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: November 14, 2002
/s/ Joseph Rizzuti
- ---------------------------------------------
Joseph Rizzuti
Chief Executive Officer (or equivalent thereof)
I, Joseph Rizzuti, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Clements Golden
Phoenix Enterprises, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: November 14, 2002
/s/ Joseph Rizzuti
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Joseph Rizzuti
Chief Financial Officer (or equivalent thereof)
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