4/A 1 f4a-jr_092001.txt STATEMENT OF CHANGES FORM 4/A OMB Approval OMB Number 3235-0362 Expires: February 1, 1994 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 __ Check if no longer subject to Section 16, Form 4 or Form 5, Obligation may continue. (See Instructions) 1. Name and Address of Reporting Person: Rizzuti, Joseph R. 3135 S.W. Mapp Road Palm City, FL 34990 2. Issuer Name and Ticker or Trading Symbol: Clements Golden Phoenix Enterprises, Inc. "CGPE" 3. IRS or SSN of Reporting Person (Voluntary): 4. Statement for Month/Year: 9/2001 5. If Amendment, Date of Original: 9/13/01 6. Relation of Reporting Person to Issuer X Director: Chairman X 10% owner X Officer (Title): COO _ Other (Specify) X Filed by One Reporting Person. _ Filed by more than One Reporting Person.

TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED 1. Title of Security: common stock common stock 2. Transaction Date: 9/12/01 3. Transaction Code J 4. Securities Acquired (A) or Disposed (D): Amount: 220,833 A or D: D Price: 0 5. Amount of Securities Beneficially owned at end of Month: 3,004,167 224,470 6. Ownership Form: Direct (D) or Indirect (I): D I 7. Nature of Indirect Beneficial Ownership: N/A Pacific Shipping, Inc.

*If the form is filed by more than one Reporting Person, see instruction 5(b)(v) Reminder: Report on a separate Line for each class of securities beneficially owned directly or indirectly. FORM 4 (continued) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED 1. Title of Derivative Security: Note 2. Conversion or Exercise Price of Derivative Security: $0.20 3. Transaction Date (M/D/Y): 10/17/01 4. Transaction Code: P V: 5. Number of Derivative Securities Acquired (A) or Disposed of (D): (1) Note (A) 6. Date Exercisable: on demand Expiration Date: 7. Title of Underlying Securities: Common Amount or number of Shares: variable 8. Price of Derivative Security: $50,000 9. Number of Derivative Securities Beneficially Owned at end of Month: (1) Note 10. Ownership of Derivative Securities; D (D) Direct or (I) Indirect: 11. Nature of Indirect Beneficial Ownership: N/A

EXPLANATION OF RESPONSES: (1) In September 2001, Mr. Rizzuti gifted 220,833 shares of the Company's restricted common stock to three (3) persons. He also lent the Company $50,000 and received a promissory note payable on demand bearing interest at a rate of ten percent (10%) per annum. All principal and interest is convertible, in Mr. Rizzuti's sole discretion, to shares of the Company's common stock at a price of $0.20 per share. /s/ Joseph R. Rizzuti ------------------------------- Joseph R. Rizzuti **Signature of Reporting Person **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See Sections 18 U.S.C. 1001, 15 U.S.C. 78ff(a).

CLEMENTS GOLDEN PHOENIX ENTERPRISES INC 4/A