UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2000
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
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
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ITEM 8. CHANGE IN FISCAL YEAR.
On April 14, 2000 the Company filed a Form 10QSB-NT. Since that time,
on April 18, 2000, the Board of Directors changed the fiscal year end of both
the Company and its subsidiary to March 31. This action will create no "gap" in
accounting disclosure to the SEC nor to the public as a result of the Company's
recent filing of a Form 8K-A on February 28, 2000 containing audited financials
for both the Company and its subsidiary; and, proforma consolidated financial
statements for the year ended December 31, 1999, assuming the acquisition of the
subsidiary had occurred as of January 1, 1999. The Company's next filing shall
be on Form 10KSB for the period ending March 31, 2000.
A copy of the Board Resolutions authorizing the change of fiscal year
are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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99.1 * Board Resolution dated April 18, 2000 authorizing change in fiscal
year of the Company to March 31.
99.2 * Board Resolution dated April 18, 2000 authorizing change in fiscal
year of Clements Citrus Sales of Florida, Inc. to March 31.
(* Filed Herewith)
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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 duly authorized.
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
(Registrant)
Date: April 18, 2000 By: /s/ Joseph Rizzuti
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Joseph Rizzuti, CFO and Director
EXHIBIT 99.1
RESOLUTION OF THE BOARD OF DIRECTORS OF
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
a Florida Corporation
DATE: April 18, 2000
MANNER: TELEPHONE
REASON: To approve and ratify a new fiscal year end of March 31, effective
immediately.
ACTION: Motion by Joseph Rizzuti, CFO and a Director of the Company and
seconded by Henry T. Clements, the President of the Company to
approve and ratify a new fiscal year end of March 31, effective
immediately.
That the Company will take all steps necessary in furtherance of the
enactment of the preceding provisions.
This is to certify that the undersigned are duly authorized
representatives of the Board of Directors of Clements Golden Phoenix
Enterprises, Inc., a Florida corporation and that the foregoing Resolution was
duly adopted on this 18th day of April, 2000.
/s/ Joseph Rizzuti
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Joseph Rizzuti, CFO and Director
EXHIBIT 99.2
RESOLUTION OF THE BOARD OF DIRECTORS OF
CLEMENTS CITRUS SALES OF FLORIDA, INC.
a Florida Corporation
DATE: April 18, 2000
MANNER: TELEPHONE
REASON: To approve and ratify a new fiscal year end of March 31, effective
immediately.
ACTION: Motion by Joseph Rizzuti, CFO and a Director of the Company and
seconded by Henry T. Clements, the President of the Company to
approve and ratify a new fiscal year end of March 31, effective
immediately.
That the Company will take all steps necessary in furtherance of the
enactment of the preceding provisions.
This is to certify that the undersigned are duly authorized
representatives of the Board of Directors of Clements Citrus Sales of Florida,
Inc., a Florida corporation and that the foregoing Resolution was duly adopted
on this 18th day of April, 2000.
/s/ Joseph Rizzuti
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Joseph Rizzuti, CFO and Director
