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): January 1, 2000
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-27137 65-0509296
- ---------------------- -------------- ------------
(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
- --------------------------- ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 287-5958
---------------
f/k/a LUCID CONCEPTS, INC.
277 Royal Poinciana Way, Suite 192
Palm Beach, FL 33480
------------------------------------------------------
(Former name or former address, if changes since last report)
Copy of Communications to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
<PAGE>
This Form 8-K/A amends the Form 8-K filed on January 12, 2000 by Clements
Golden Phoenix Enterprises, Inc., a Florida corporation formerly known as Lucid
Concepts, Inc. The purpose of this amendment to Form 8-K is to provide financial
statements and the pro forma financial information for Clements Golden Phoenix
Enterprises, Inc., a Florida corporation, as required by Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Pursuant to the requirements of Regulation S-X 210.3.05(b), the following
are audited financial statements of Clements Golden Phoenix Enterprises, Inc., a
Florida corporation, for the period from January 1, 1998 to December 31, 1998
and January 1, 1999 to December 31, 1999. The registrant acquired all of the
outstanding capital stock of such entity on January 1, 2000.
TABLE OF CONTENTS
Independent Auditor's Report
FINANCIAL STATEMENTS PAGE
- ------------------------------ -------
Balance Sheet 1
Statement of Income 3
Statement of Retained Earnings 4
Statement of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
Joan R. Staley, CPA, P.A.
2920 S.W. Mapp Road
Palm City, Florida 34990
(561) 221-1273
INDPENDENT AUDITORS' REPORT
To the Board of Directors
Clements Citrus Sales of Florida, Inc.
Stuart, Florida
We have audited the accompanying balance sheet of Clements Citrus Sales of
Florida, Inc., as of December 31, 1998, and the related statements of income,
retained earnings, and cash flows for the year ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audi provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, inall
material respects, the financial positions of Clements Citrus Sales of Florida,
Inc., as of December 31, 1998, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
/s/ Joan Stanley CPA PA
- ------------------------------
Feburary 7, 2000
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
<S> <C> <C>
Current assets
Cash and Equivalents $ 1,401
Loan Receivable-Shareholder 52,295
Interest Receivable-Shareholder 4,184
Note Receivable 7,500
Display Items 8,598
------
Total Current Assets $ 73,978
Fixed Assets
Computer Equipment 3,989
Furniture & Fixtures 3,178
Less accumulated depreciation (1,793)
--------
Total Fixed Assets 5,374
Other Assets
Prepaid Membership Dues 10,417
Deposits Utilities 280
--------
Total Other Assets 10,697
-------
TOTAL ASSETS $ 90,049
=========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
BALANCE SHEET
DECEMBER 31, 1998
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
<S> <C> <C>
Accrued Interest Payable $ 45,868
Loan Payable-Rizzuti 90,865
Loan Payable-Loeffelbein 43,667
Loan Payable-Sellian 320,000
Loan Payable-Samartine 39,630
----------
Total Current Liabilities $540,030
Stockholders' Equity
Common Stock , $1 par value,
1000 shares authorized and 100 issued 100
Paid in capital in excess of par value 804,159
Retained Earnings (1,254,240)
------------
Total Stockholder's Equity (449,981)
----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 90,049
==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
<S> <C>
REVENUE
Total Revenue --0--
PURCHASES
Purchases Fruit $ 4,234
Shipping 2,165
Contract Labor 1,000
--------
Total Purchases 7,399
--------
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising 4,227
Automobile 478
Bank Charge 1,052
Depreciation 1,296
Dues and Subscriptions 14,979
Donation 2,141
Interest Expense 41,388
Insurance 2,463
License, Permits & Fees 1,170
Management Fee 139,829
Market Research & Development 665,882
Miscellaneous 997
Office 4,398
Postage & Express Mail 4,733
Printing & Copies 3,673
Promotions - China 3,400
Rent 3,488
Tax-Intangible 95
Telephone 10,225
Meals 540
Utilities 377
---------
Total Administrative Expenses 906,831
---------
Total Expenses 914,230
--------
OTHER INCOME
Interest Income 4,184
--------
Net Loss $ (910,046)
=========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
STATEMENT OF RETAINED EARNINGS
DECEMBER 31, 1998
<S> <C>
Balance as of January 1, 1998 $ (344,194)
Net Loss (910,046)
Balance as of December 31, 1998 $ (1,254,240)
===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net Loss $ (910,046)
Adjustments to reconcile net loss to net
Cash provided by operating activities
(Increase) decrease in:
Depreciation 1,296
Receivable Interest (4,184)
Receivable SUSTA Program 121,832
Note Receivable (7,500)
Display Items (8,598)
Prepaid Membership Fee (10,417)
Increase (decrease)
Accrued Interest payable 41,095
---------
NET CASH USED BY OPERATING ACTIVITIES $ (776,522)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment (2,194)
---------
NET CASH USED BY INVESTING ACTIVITIES (2,194)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable-Abrams (207,000)
Loan Payable-Rizzuti (59,134)
Loan Payable-Loeffelbein 43,667
Loan Payable-Sellian 320,000
Loan Payable-Samartine 39,630
Additional Paid in Capital 625,000
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 762,163
--------
NET DECREASE IN CASH (16,553)
CASH AT BEGINNING OF YEAR 17,954
CASH AT END OF YEAR $ 1,401
========
</TABLE>
Supplemental information
Interest expense $41,095
See accompanying notes to financial statements.
5
<PAGE>
Clements Citrus Sales of Florida, Inc.
December 31, 1998
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary Of Significant Accounting Policies:
Nature of Operations
Clements Citrus Sales of Florida, Inc., was incorporated in the State of Florida
on August 5, 1997. The company operates as a Florida corporation with a goal of
opening the China markets to Florida citrus industry. It has been working toward
this end by committing to pursue the proven protocols of Chinese relations and
negotiating to successfully obtain permission to send Florida citrus into China.
The company is in its first full year and are pursuing these goals by acquiring
the help of leading consultants in this field. The company is following the
consultants lead in this endeavor.
The company hopes in the future to ship not only fresh fruit, but also to ship
and store concentrate juice to China. The Chinese market has the potential to be
the largest in the world.
Fixed Assets
Fixed assets are carried at cost. Depreciation of equipment is provided using
the straight-line method. The rate is based on a useful life ranging from 3 to
10 years. Depreciation taken for the year ended December 31, 1998 is $ 1,296.
Income Taxes
The Company, with the consent of its shareholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation income
taxes, the shareholders of an S corporation are taxed on their proportionate
share of the Company's taxable income. Therefore no provision for taxes have
been made in these financial statements.
Cash
Cash is being held in a checking account except for a petty cash fund. The bank
account does not pay interest.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
6
<PAGE>
Clements Citrus Sales of Florida, Inc.
December 31, 1998
NOTES TO FINANCIAL STATEMENTS
Note 2 - Receivable SUSTA Program
Receivable SUSTA Program is a state program that has been setup to reimburse
companies that make expenditure to promote the Florida Citrus industry. The
Company submitted documentation on the expenses paid to promote the industry.
However, no funds were allocated to reimburse the company. As of December 31,
1998, the amount submitted to the State of $ 121,832 were transferred to the
Market Research and Development account.
Note 3 - Loan Receivable Shareholder
Loan receivable shareholder is made up of funds to Harry T. Clements for various
personal expenditures. The corporation is to be reimbursed for these
expenditure.
Note 4 - Accrued Interest Payable
Interest was accrued on the Loans Payable from four of the shareholders. The
interest was calculated at 12% percent per annum and is payable on a semi-annual
basis. Payment of interest is to be made when funds are available. The interest
may be paid from stock subscription funds.
Note 5 - Loans Payable
Four of the shareholders have loaned the company money for advancement of the
development of the Chinese citrus market. The promissory notes are with a stated
interest rate of 12% per annum . The principal will be due and payable on
demand. The interest will be paid when the corporation has income. The
shareholders also paid additional capital for the benefit of promoting the
company.
Note 6 - Leasing Arrangements
The company conducts its operations from facilities that are leased under a
month to month operating lease. The rental area also is Mr. Clements apartment.
The rental payments have been divided into 40 percent for the office rental and
60 percent of the rent to Mr. Clements personally. Mr. Clements during the year
has maintained an office in the apartment and conducts business meetings there
as well.
7
<PAGE>
TABLE OF CONTENTS
Independent Auditor's Report
FINANCIAL STATEMENTS PAGE
Balance Sheet 1
Statement of Income 3
Statement of Retained Earnings 4
Statement of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
Joan R. Staley, CPA, P.A.
2920 S.W. Mapp Road
Palm City, Florida 34990
(561) 221-1273
INDPENDENT AUDITORS' REPORT
To the Board of Directors
Clements Citrus Sales of Florida, Inc.
Stuart, Florida
We have audited the accompanying balance sheet of Clements Citrus Sales of
Florida, Inc., as of December 31, 1999, and the related statements of income,
retained earnings, and cash flows for the year ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audi provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, inall
material respects, the financial positions of Clements Citrus Sales of Florida,
Inc., as of December 31, 1999, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the company has experienced a loss for the year ended
December 31, 1999. The Company's financial position and operating results raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Joan Stanley CPA PA
- ------------------------------
Feburary 7, 2000
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Current assets
<S> <C> <C>
Cash and Equivalents $ 775
Due From Golden Phoenix 36
Loan Receivable-Shareholder 52,295
Interest Receivable-Shareholder 8,629
Inventory Frozen Concentrate 30,718
Display Items 8,899
-------
Total Current Assets $ 101,352
Fixed Assets
Computer Equipment 6,989
Furniture & Fixtures 5,668
Less accumulated depreciation (3,822)
--------
Total Fixed Assets 8,835
Other Assets
Marketing Materials 19,080
Deposits Utilities 760
Total Other Assets 19,840
-------
TOTAL ASSETS $ 130,027
===========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
BALANCE SHEET
DECEMBER 31, 1999
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C>
Current Liabilities
Account Payable $ 172,146
Payroll Taxes Payable 2,997
Accrued Interest Payable 138,395
Loan Payable-Rizzuti 468,138
Loan Payable-Loeffelbein 143,667
Loan Payable-Sellian 585,000
Loan Payable-Samartine 79,592
Loan Payable-Ludlum 75,000
-----------
Total Current Liabilities $ 1,664,935
Stockholders' Equity
Common Stock , $1 par value,
1000 shares authorized and 100 issued 100
Paid in capital in excess of par value 854,159
Retained Earnings (2,389,167)
-----------
Total Stockholder's Equity (1,534,908)
-----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 130,027
============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
<S> <C>
REVENUE
Consulting Fee $ 55,000
State Reimbursement 10,000
Miscellaneous 1,530
---------
Total Revenue 66,530
PURCHASES
Purchases Fruit 538
Shipping 1,532
Contract Labor 39
---------
Total Purchases 2,109
---------
Gross Profit Margin 64,421
GENERAL AND ADMINISTRATIVE EXPENSES
Bank Charge 6,929
Consulting Fees 19,200
Depreciation 2,029
Dues and Subscriptions 10,676
Donation 150
Interest Expense 115,215
Insurance 755
Legal & Accounting Fees 16,066
License, Permits & Fees 175
Management Fees 250,740
Market Research & Development 710,826
Office 3,666
Postage & Express Mail 10,642
Printing & Copies 10,274
Salaries-Office 17,243
Rent 7,208
Tax-Payroll 1,564
Telephone 7,269
Travel and Entertainment 11,812
Meals 387
Utilities 967
----------
Total Administrative Expenses 1,203,793
----------
Net Loss Before Other Income (1,139,372)
----------
OTHER INCOME
Interest Income 4,445
Net Loss $ (1,134,927)
===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Clements Citrus Sales of Florida, Inc.
STATEMENT OF RETAINED EARNINGS
DECEMBER 31, 1999
Balance as of January 1, 1999 $ (1,254,240)
Net Loss (1,134,927)
Balance as of December 31, 1999 $ (2,389,167)
==========
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
Clements Citrus Sales of Florida, Inc.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (1,134,927)
Adjustments to reconcile net income to net
Cash provided by operating activities
(Increase) decrease in:
Depreciation 2,029
Receivable Interest (4,445)
Due from Golden Phoenix (36)
Inventory-Frozen Concentrate (30,718)
Display Items (301)
Note Receivable 7,500
Prepaid Membership Dues 10,417
Marketing Materials (19,080)
Deposit Utilities (480)
Increase (Decrease ) in:
Account Payable 172,146
Payroll Taxes Payable 2,997
Accrued Interest payable 92,527
--------
NET CASH USED BY OPERATING ACTIVITIES $ (902,371)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment (5,490)
-------
NET CASH USED BY INVESTING ACTIVITIES (5,490)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable-Rizzuti 377,273
Loan Payable-Loeffelbein 100,000
Loan Payable-Sellian 265,000
Loan Payable-Samartine 39,962
Loan Payable-Ludlum 75,000
Additional Paid in Capital 50,000
----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 907,235
---------
NET DECREASE IN CASH (626)
CASH AT BEGINNING OF YEAR 1,401
---------
CASH AT END OF YEAR $ 775
=========
Supplemental information
Interest expense $ 115,215
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
Clements Citrus Sales of Florida, Inc.
December 31, 1999
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary Of Significant Accounting Policies:
Nature of Operations
The company operates as a Florida corporation with a goal of opening the China
markets to Florida citrus industry. It has been working toward this end by
committing to pursue the proven protocols of Chinese relations and negotiating
to successfully obtain permission to send Florida citrus into China. The company
is pursuing these goals by acquiring the help of leading consultants in this
field. The company is following the consultants lead in this endeavor.
The company hopes in the future to ship not only fresh fruit but also ship and
store concentrate juice to China. The market has the potential to be one of the
largest in the world.
Clements Citrus Sales of Florida, Inc., was incorporated in the State of Florida
on August 5, 1997. The company on December 31, 1999 became a wholly owned
subsidiary of Clements Golden Phoenix, Inc.
Fixed Assets
Fixed assets are carried at cost. Depreciation of equipment is provided using
the straight-line method. The rate is based on a useful life ranging from 3 to
10 years. Depreciation taken for the year ended December 31, 1999 is $ 2,029.
Income Taxes
The Company, with the consent of its shareholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation income
taxes, the shareholders of an S corporation are taxed on their proportionate
share of the Company's taxable income. Therefore no provision for taxes have
been made in these financial statements.
Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses for the year ended December 31, 1999.
It has not established revenues sufficient to cover operating costs and to allow
it to continue as a going concern. Management plans currently provide for
experts to secure a successful acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current shareholders of
the Company have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
6
<PAGE>
Clements Citrus Sales of Florida, Inc.
December 31, 1999
NOTES TO FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
CASH
Cash is being held in a checking account except for a petty cash fund. The bank
account does not pay interest.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of Clements Golden
Phoenix Enterprise, Inc. All significant intercompany accounts and transactions
have been eliminated in consolidation.
INVENTORY-FROZEN CONCENTRATE
The inventory consist of frozen orange juice concentrate that can be shipped to
China in refrigerated containers.
NOTE 2 - LOAN RECEIVABLE SHAREHOLDER
Loan receivable shareholder is made up of funds disbursed to Harry T. Clements
for various personal expenditures. The corporation is to be reimbursed for this
expenditure.
NOTE 3 - MARKETING MATERIAL
Marketing Materials is made up of items and designs that will be used in
marketing the citrus in China.
NOTE 4 - ACCRUED INTEREST PAYABLE
Interest was accrued on the Loans Payable - Rizzuti, Loeffelbein, Sellian,
Samartine, and Ludlum for the year of 1999. The interest was calculated at 12%
percent per annum and is payable on a semi-annual basis. Payment of interest is
to be made when funds are available. The interest may be paid from stock
subscription funds.
7
<PAGE>
Clements Citrus Sales of Florida, Inc.
December 31, 1999
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - LOAN PAYABLE-RIZZUTI, LOEFFELBEIN, SELLIAN, SAMARTINE, LUDLUM
The shareholders have loaned the company money for advancement of the
development of the Chinese citrus market. The promissory notes are with a stated
interest rate of 12% per annum. The principal are due and payable on demand. The
interest will be paid when the corporation has income. Shareholder Ludlum
subscribed for additional capital and agreed to render individual service for
the company in the future for compensation to be agreed upon.
NOTE 6 - LEASING ARRANGEMENTS
The company leased 1,950 square feet of office space June 1, 1999, for one year
with a renewal for an additional term of two years. The minimum annual rent is
$22,800 plus sales tax. The company is responsible for repair and upkeep of the
office. The utilities are additional cost. The building is owned by Edward M.
Sellian who is a shareholder of the corporation. The company did not pay rent
per the agreement for the first months the office was open. Monthly rental from
January 1, 2000, to May 31, 2000, will be $2,200 per month plus sales tax. The
renewal in May is expected to be on like terms.
NOTE 7 - SUBSEQUENT EVENTS
On December 31, 1999 Lucid Concepts, Inc. a Florida corporation, and Clements
Citrus Sales of Florida, Inc., a Florida corporation, and the individual holders
of all the outstanding capital stock of Clements Citrus Sales of Florida, Inc.
consummated a reverse acquisition pursuant to a certain Share Exchange Agreement
of such date effective January 1, 2000. Pursuant to the Agreement, the Holders
tendered to Lucid Concepts, Inc. all issued and outstanding shares of common
stock of Clements Citrus Sales of Florida, Inc. In exchange for 3,750,000 Shares
of common stock of Lucid Concepts, Inc. The reorganization is being accounted
for as a reverse acquisition. Simultaneously with the closing of the
Reorganization, the then officer and director of Lucid Concept, Inc. tendered
his resignation in accordance with the terms of the Agreement. New Officers were
appointed. Lucid Concepts, Inc. also announced approval of the amendment of its
articles of Incorporation in order to change the name of the company from Lucid
Concepts, Inc. to Clements Golden Phoenix Enterprises, Inc. Prior to the
reorganization the company effected a forward split of its common stock at the
rate of 3 to 1, for holders of record on December 30, 1999, with distribution
effective January 18, 2000. Total issued and outstanding stock of the combined
entities following the forward split and after effecting the share exchange
agreement is 5,000,000 shares. The new shares will have a par value of $.001. of
the shares authorized, 10,000,000 shares of preferred stock with no par value
are authorized, of which none are issued.
Clements Citrus Sales of Florida, Inc., as of December 31, 1999 was in
litigation concerning a vendor who was to produce brochures for the company. The
case was settled out of court after year end. The amount of $10,000 was booked
as a payable. The full amount was paid in January, 2000.
8
<PAGE>
(b) Proforma Financial Statements
Pursuant to the requirements of Regualtion S-X 210.3-05(b), the
following proforma consolidated financial statements of the registrant for the
year ended December 31, 1999, assuming the aquisiton of Clements Citrus Sales of
Florida, Inc., a Florida corporation, had occurred as of January 1, 1999.
TABLE OF CONTENTS
FINANCIAL STATEMENTS PAGE
Proforma Balance Sheet 1
Proforma Statement of Income 3
Notes to Financial Statements 4
<PAGE>
<TABLE>
<CAPTION>
Clements Golden Phoenix Enterprise, Inc.
Proforma Balance Sheet
(Unauditied)
December 31, 1999
Clement Lucid Proforma Proforma
Citrus Sales Concepts, Inc. Adjustments
------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and Equivalents $ 775 $ 9,720 $ 10,495
Due from Golden Phoenix 36 36
Loan Receivable- 52,295 52,295
Shareholder
Interest Receivable- 8,629 8,629
Shareholder
Inventory Frozen 30,718 30,718
Concentrate
Display Items 8,899 8,899
----- ------ --------
TOTAL CURRENT 101,352 9,720 111,072
ASSETS
FIXED ASSETS
Computer Equipment 6,989 6,989
Furniture & Fixtures 5,668 5,668
Less accumulated
depreciation (3,822) (3,822)
------- ------ --------
TOTAL FIXED ASSETS 8,835 8,835
OTHER ASSETS
Investment in Subsidiary -- 0 -- 842,409 (842,409) -- 0 --
Marketing Materials 19,080 19,080
Deposits Utilities 760 ----------- 760
---------- ------ ----------- --------
19,840 842,409 (842,409) $ 19,840
TOTAL OTHER
ASSETS
TOTAL ASSETS $ 130,027 $ 852,129 $ (842,409) $ 139,747
========== ======== ========== ==========
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
Clements Golden Phoenix Enterprise, Inc.
Proforma Balance Sheet
(Unauditied)
December 31, 1999
Clement Lucid Proforma Proforma
Citrus Sales Concepts, Inc. Adjustments
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ 172,146 $ 2,350 $ 174,496
Payroll Taxes Payable 2,997 2,997
Accrued Interest Payable 138,395 138,395
Loan Payable-Rizzuti 468,138 468,138
Loan Payable-Loeffelbein 143,667 143,667
Loan Payable-Sellian 585,000 585,000
Loan Payable-Samartine 79,592 79,592
Loan Payable-Ludlum 75,000 75,000
------ -------- -----------
TOTAL CURRENT 1,664,935 2,350 1,667,285
--------- -------- -----------
LIABILITIES
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value,
50,000,000 shares authorized and
5,000,000 issued. 100 5,000 (100) 5,000
Paid in capital in excess of par value 854,159 856,629 (854,159) 856,629
Retained Earnings (2,389,167) (11,850) 11,850 (2,389,167)
----------- -------- -------- -----------
TOTAL STOCKHOLDERS EQUITY (1,534,908) 849,779 (842,409) (1,527,538)
----------- -------- --------- -----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 130,027 $ 852,129 $ (842,409) $ 139,747
========== =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
Clements Golden Phoenix Enterprise, Inc.
Proforma Statement of Income
(Unaudited)
Year Ended December 31, 1999
Clement Lucid Proforma Proforma
Citrus Sales Concepts, Inc. Adjustments
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUE
Consulting Fee $ 55,000 $ 55,000
State Reimbursement 10,000 10,000
Miscellaneous 1,530 1,530
--------
Total Revenue 66,530 66,530
PURCHASES
Purchases Fruit 538 538
Shipping 1,532 1,532
Contract Labor 39 39
------- -------
Total Purchases 2,109 2,109
------- -------
Gross Profit Margin 64,421 64,421
GENERAL & ADMIN. EXPENSES
Bank Charge 6,929 6,929
Consulting Fees 19,200 19,200
Depreciation 2,029 2,029
Dues & Subscriptions 10,676 10,676
Donation 150 150
Interest Expense 115,215 115,215
Insurance 755 755
Legal & Accounting Fees 16,066 5,000 21,066
License, Permits & Fees 175 175
Management Fees 250,740 250,740
Market Research & Development 710,826 710,826
Organization Cost 1,350 1,350
Office 3,666 3,666
Postage & Express Mail 10,642 10,642
Printing & Copies 10,274 10,274
Salaries-Office 17,243 17,243
Rent 7,208 7,208
Tax-Payroll 1,564 1,564
Telephone 7,269 7,269
Travel & Entertainment 11,812 11,812
Meals 387 387
Utilities 967 _______ 967
---------- ------- ----------
Total Administrative Expenses 1,203,793 6,350 1,210,143
---------- ----------
Net Loss Before Other Income (1,139,372) (6,350) (1,145,722)
-----------
OTHER INCOME
Interest Income 4,445 ______ 4,445
----------- ----------
Net Loss $ (1,134,927) $ (6,350) (1,141,277)
============= ========= ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Clements Golden Phoenix Enterprise, Inc.
Notes to Proforma Consolidated Financial Statements
(Unauditied)
December 31, 1999
Note 1 Proforma Changes in December, 1999, the company entered into a Share
Exchange Agreement with Clements Citrus Sales of Florida, Inc., a Florida
Corporation. The business combination was closed on December 31, 1999, and is
accounted for as a reverse merger and a reorganization of Clements Citrus Sales
of Florida, Inc.
In December 1999, the company completed a 3 for 1 share forward split on
December, 1999, the Company repurchased 16,440,000 shares for $ 5,480 in cash.
On December 31, 1999, the company issued 3,500,000 shares to acquire 100% of the
issued and outstanding common stock of Clements Citrus Sales of Florida, Inc. (
a Florida corporation).
Note 2 A) Eliminate investment in subsidiary and subsidiary equity.
4
<PAGE>
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)
By:/s/ Henry T. Clements By: /s/ Joseph Rizzuti
---------------------------- ---------------------------------
Henry T. Clements, President Joseph Rizzuti, Chief Operating Officer
Dated:
----------------
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ----------- -------- ------
/s/ Henry T. Clements February 28,2000
- -------------------------- -----------------
Henry T. Clements Director
/s/ Joseph Rizzuti February 28,2000
- -------------------------- -----------------
Joseph Rizzuti Director
/s/ Bonnie Ludlum February 28,2000
- -------------------------- -----------------
Bonnie Ludlum Director
/s/ John Samartine February 28,2000
- -------------------------- -----------------
John Samartine Director
