SECURITIES EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     
                           FORM 10-KSB
                    Annual Report Pursuant to
               the Securities Exchange Act of 1934


               For the fiscal year ended 12-31-97
                 Commission file number 0-12139
                 
                  LEESBURG LAND & MINING, INC.
     (Exact name of registrant as specified in its charter)

               Colorado                  82-0379959
        (State of incorporation)        (I.R.S. Employer
                                        Identification No.)

      c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO  80033 
      (Address of principal executive offices) (Zip Code)

    Registrant's telephone number, including area code: None 

Securities registered pursuant to Section 12(b) of the Act:

                   Title of each class:  None

  Name of each exchange on which registered:  N/A

   Securities registered pursuant to Section 12(g) of the Act: 

 Title of each class:  Common No Par Value

Indicate  by check mark whether the registrant (1) has filed  all reports 
required to be filed by Section  13  or  15(d)  of  the Securities  Exchange
Act of 1934 during the preceding 12  months (or   for such shorter period that
the registrant was required  to file  such  reports),  and (2) has been  subject
to the  filing requirements for at least the past 90 days.

                      Yes  X       No

Check if disclosure of delinquent filers pursuant to Item 405  of Regulation
S-B is not contained in this form, and no  disclosure will be contained,
to the best of Registrant's knowledge,  in definitive  proxy  or  information
statements incorporated by reference  in  Part III of this Form 10-KSB or any
amendment  to this Form 10-KSB.     X

State issuer's revenues for its most recent fiscal year. $0 
                             1
<PAGE>

Transitional Small Business Disclosure Format:

               ______ Yes     ___X____ No

Aggregate market value of the voting stock held by
non-affiliates of the registrant as of December 31,
1997:  $0

Number  of  outstanding shares of the registrant's no
par  value common stock, as of December 31, 1997: 52,476,317.
                            2
<PAGE>

                       PART 1
Item 1.   Business

     Leesburg  Land  & Mining, Inc. (the Company),
     was  organized under  the  laws of the State of
     Colorado on June 21,  1983. The  Company  is  in
     the development stage  as  defined  in Financial
     Standards Board Statement No. 7.

     In  1983, the Company sold 30,000,000 shares of
     no par value common  stock  in  an  S-18 public
     offering.   The  offering price  for  each
     share  was  $.10.   The  Company  received
     $2,550,000, net of offering costs, from the sale
     of  common stock  in  the  public offering.  In
     1985  the  shareholders authorized  and the
     board implemented a one for forty  share reverse
     split of the common shares.

     From  June  21, 1983 (Inception) to December 31,
     1984,  the Company  was  engaged in the
     exploitation of a  gold  placer claim  located
     near Salmon, Idaho.  As of December 31, 1984,
     the Company's only mining claim was abandoned.
     Pursuant  to a  change  in  control of the
     company in  April  1985, the Company  purchased  
     an  interest in  a  coal company.  The
     Company  sold its interest in the coal company
     in  November 1985.  In December 1985, the
     Company entered into a contract with  a  non-
     affiliated partnership to drill and complete  a
     geothermal  well,  construct a power  plant  and
     assist  in obtaining  needed  financing on a
     fixed-price  basis.  The geothermal well was plugged 
     and abandoned in 1986  when  the underground resource 
     was deemed inadequate.  The Partnership failed  to  make
     payments to the Company under the contract. The
     Company has never derived significant revenues
     from any of its attempted operations.
     
     In  1987, the Company filed for a Chapter 11
     bankruptcy, but voluntarily  withdrew the filing
     in 1988.  Since  1988,  the Company has been
     selling its claims, property and equipment. In
     addition, the Company has been eliminating its
     debt  and seeking  a  private company with which
     to  merge.
     
     No  significant  business  activity  was
     conducted  by  the Company  during the fiscal
     year. As a result, no income  was realized by
     the Company in its last fiscal year.
     
     The   Company  was  inactive  and  presently
     does  not participate in any industry segment.
     The Company had no material revenues, or
     operating profits or identifiable assets
     attributable to its industry segment.
                            3     
<PAGE>

Item 2.   Property

     The  Company does not have any formal offices
     at  year end.  Records are maintained and mail
     received at 10200 W. 44th Ave., #400, Wheat
     Ridge, CO 80033.  The company owns no real
     property.
     
Item 3.   Legal Proceedings

     The Company is a party to no pending legal
     proceedings, nor  is  its  property subject
     to such proceedings,  at year end 1997.
     
Item 4.   Submission  of Matters to a Vote of Security
          Holders

     No  matters  were  submitted  during  the
     fiscal  year covered by this report to a
     vote of security holders of the  Company,
     through the solicitation of  proxies  or
     otherwise.
                     PART II
                        
Item 5.   Market  for  Registrant's  Common  Equity and  Related
          Stockholder Matters

     As  of the date of this report, management knows
     of  no trading or quotation of the Company's
     common stock. The range  of  high and low bid
     quotations for each  fiscal quarter  since  the
     last report, as  reported  by  the National
     Quotation Bureau Incorporated, was as follows:

                               1997                High      Low

                               First quarter       *         *
                               Second quarter      *         *
                               Third quarter       *         *
                               Fourth quarter      *         *

                               1996                High      Low

                               First quarter       *         *
                               Second quarter      *         *
                               Third quarter       *         *
                               Fourth quarter      *         *

                               1995                High      Low

                               First quarter       *         *
                               Second quarter      *         *
                               Third quarter       *         *
                               Fourth quarter      *         *
* No quotations reported
                                 4

<PAGE>

     The   above  quotations  reflect  inter-
     dealer  prices, without  retail  mark-up,
     mark-down, or commission  and may not
     necessarily represent actual transactions.
     
     As  of  December  31,  1997, there  were
     1,059  record holders of the Company's
     common Stock.
     
     The Company has not declared or paid any
     cash dividends on  its  common  stock and
     does not  anticipate  paying dividends for
     the foreseeable future.
     
Item 6.   Management's  Discussion  and Analysis   of
          Financial Condition and Results of Operations

          Financial  Condition  and Changes  in Financial 
          Condition
          
1997 Compared to 1996

      No operations were conducted and no revenues
were generated in  the  fiscal  year.   The Company
had $1,277  in  income  from disposal  of  a car.
The Company at year end had no capital,  no cash,
and no other assets.  The Company at year end was
totally illiquid  and needed cash infusions from
shareholders to  provide capital, or loans from any
sources.

          Results of Operations

1997 Compared to 1996

      During the fiscal year ended December 31, 1997,
the Company incurred  $20,383  in  general and
administrative  expenses,  and accrued  $5,000  for
services of officers.  In 1996  the  Company incurred
$22,481  in  General and Administrative  expenses,
and $5,000  for  services  rendered by  officers.
At  present,  the Company  has  no business income or
operations. Accordingly,  the reported  financial
information herein may not be  indicative  of future
operating  results.   Loss  on  operations  in  1997
was ($19,106) compared to the 1996 loss on operations
($22,481).

1996 Compared to 1995

      During the fiscal year ended December 31, 1996,
the Company incurred $16,781 general and
administrative expenses, and  $5,000 for  services
contributed  by officers.   In  1995  the  Company
incurred  $5,415  in  General  and Administrative
expenses,  and $18,200  for  services  rendered by
officers.   At  present,  the Company  has  no
business income or operations. Accordingly,  the
reported  financial information herein may not be
indicative  of future  operating  results.   Loss  on
operations  in  1996  was ($22,481)  compared to the
1995 loss on operations  ($24,715)  in extraordinary
items of gain on settlement of debt.
                              5

<PAGE>

Item 7.   Financial Statements and Supplementary Data

          Please refer to pages F-1 through F-11.

Item 8.   Changes  in  and Disagreements on Accounting
          and Financial Disclosure

      Holben, Boak, Cooper & Co., formerly CPA's for
the Company, resigned  as auditor in November, 1997
due to pending dissolution of  the firm.  Gordon,
Hughes & Banks, LLP, CPA's were engaged in November
1997 as auditors for Company.

      In  connection with audits of two most recent
fiscal  years and  any  interim period preceding
resignation, no  disagreements exist with  any  former 
accountant on any matter  of accounting principles  or  
practices,  financial  statement disclosure,  or auditing  
scope of procedure, which disagreements if not resolved to  
the  satisfaction of the former accountant would have  caused 
him  to make  reference in connection with  his  report  to
the subject matter of the disagreement(s).

      The audit report by Holben, Boak, Cooper & Co.
for the year ended December 31, 1996, contained an opinion which
included  a paragraph discussing uncertainties related to
continuation of the Registrant as a going concern.

     The decision to change accountants was approved
by the Board of Directors as the registrant has no
audit committee.

       The   principal  accountants'  reports  on
the  financial statements  for  any of the past two
years contained  no  adverse opinion  or  a
disclaimer of opinion nor  was  qualified  as  to
uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.

                      PART III
                          
Item 9.   Directors  and  Executive  Officers  of the
          Registrant and Compliance with Section 16(a)
                          
 The directors and executive officers of the Company as
 of December 31, 1997, are as follows:

          Name             Age            Position

Robert Beaton              50        President,Director
James Poulos               71        Vice President, Director
Michael Schranz            55        Secretary, Treasurer, Director

      The  term of office of each director and
executive  officer ends  at,  or  immediately  after,
the  next  annual  meeting  of shareholders  of the
Company.  Except as otherwise indicated,  no

                             6
<PAGE>

organization by which any director or officer has been
previously employed is an affiliate, parent or
subsidiary of the Company.

      Robert Beaton, age 50, received his BA in
Business from the University of Alabama in 1970.  Mr.
Beaton has acted as President and  a  director  of
Leesburg since 1985.  He  has  acted  as  an
independent  consultant  for mergers and acquisitions
by  public companies, for his own account since 1988.

      James  Poulos, age 71, acted as a mining
Engineer  for  his career with only informal on the
job training.   He has acted  as an  officer  and
director  of the Company  since  1985.   He  is
otherwise retired.

      Michael  Schranz,  age  55,  obtained  his  B.S.
in  Civil Engineering from Purdue University in 1965
and received  his  MBA at  the  University of Denver
in 1975.  He is a Certified  Public Accountant  in
Colorado.   He has  been  a  Vice  President  and
Director of Registrant since 1988.  Mr. Schranz has
been  a  Vice President and Director of One Capital
Corp. from 1982-97 and Vice President  and Director of
Overthrust Resources, Ltd. from  198097.  He has been
Managing Director of Polaris Coal Co., from 198897.

      Section  16(a) of the Securities Exchange Act of
1934,  as amended (the "Exchange Act"), requires the
Company's officers and directors,  and  persons who
own more than 10%  of  a  registered class  of  the
Company's equity securities, to file  reports  of
ownership  and changes in ownership of equity
securities  of  the Company  with the Securities and
Exchange Commission and  NASDAQ. Officers,   directors
and  greater-than  10%  shareholders   are required by
the Securities and Exchange Commission regulation  to
furnish the Company with copies of all Section 16(a)
filings.

      1.    The  following people did not file any
reports  under Section 16(a) during the most recent
fiscal year:

     a.   Robert Beaton            President and Director
     b.   James Poulos             Secretary and Director
     c.   Michael Schranz          Vice President and Director

     2.   For each person, listed by subparagraph letter above:

Number of late           Number of           Known failures
reports                  transactions not    to file forms
                         reported on a
                         timely basis

a.   none                none                none

b.   none                none                none

c.   1                   none                Annual Form 5 (1997)

                              7

<PAGE>

Item 10.  Executive Compensation

     The Company accrued a total of $5,000 in
compensation to the executive  officers  as  a  group
for services  rendered  to  the Company  in  all
capacities during the 1996 fiscal year.  No  one
executive  officer received, or has accrued for his
benefit,  in excess of $60,000 for the year. No cash
bonuses were or are to be paid to such persons.

      The  Company  does  not have any employee
incentive  stock option plans.

      There  are  no  plans pursuant to which  cash
or  non-cash compensation was paid or distributed
during the last fiscal year, or  is  proposed to be
paid or distributed in the future, to  the executive
officers of the Company.   No  other compensation
not described above was paid or distributed  during
the  last  fiscal year to the executive officers of
the  Company. There are no compensatory plans or
arrangements, with respect  to any  executive office
of the Company, which result or will result from the
resignation, retirement or any other termination of
such individual's  employment with the Company or
from  a  change  in control   of   the  Company  or
a  change  in  the  individual's responsibilities
following a change in control.

      SUMMARY COMPENSATION TABLE OF EXECUTIVES
                   Annual Compensation                Awards
Name and     Year   Salary   Bonus  Other Annual  Restricted  Securities
Principal           ($)      ($)    Compensation  Stock       Underlying
Position                            ($)           Award(s)    Options/
                                                  ($)         SARs (#)
Robert       1995   1,800**  0      0             0           0
Beaton,
President    1996   0        0      0             0           0
             1997   0        0      0             0           0

James        1995   3,000**  0      0             0           0
Poulos,
Secretary    1996   0        0      0             0           0
             1997   0        0      0             0           0

Michael      1995   100**    0      0             0           0
Schranz,
Vice
President    1996   0        0      0             0           0
             1997   0        0      0             0           0

                                      8

<PAGE>

**  Restricted  common  stock shares  totalling
47,600,000  were issued  for  the unpaid accruals for
services and forgiveness  of debt. (See "certain
Relationship and Related Transactions")   The
shares had no market value and a negative net
tangible book value at  the  time of the award.  In
1995 2,500,000 restricted  common shares  were issued
for services rendered by Michael  Schranz  in 1995.
The shares had no market value and a negative net
tangible book value at the time of the issuance.

     Option/SAR Grants Table (None)

     Aggregated Option/SAR Exercises in Last Fiscal
Year an  FYEnd Option/SAR value (None)

     Long Term Incentive Plans - Awards in Last Fiscal Year (None)

      DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
                           
(Except for compensation of Officers who are also
Directors which Compensation  is  listed  in
Summary  Compensation  Table of Executives)

              Cash Compensation             Security Grants

Name              Annual    Meeting  Consulting  Number  Number of
                  Retainer  Fees     Fees/Other  of      Securities
                  Fees ($)  ($)      Fees ($)    Shares  Underlying
                                                 (#)     Options/SARs(#)

A. Director       0         0        0           0       0
Robert Beaton

B. Director       0         0        0           0       0
James Poulos

C. Director       0         0        0           0       0
Michael Schranz

Item 11.  Security   Ownership  of  Certain  Beneficial
          Owners and Management

 The  following table sets forth information, as of December
31,  1997,  with  respect  to  the beneficial  ownership  of
the Company's no par value common stock by each person known by
the Company  to be the beneficial owner of more than five
percent  of the outstanding common stock.

      Stock        Names and Address    Beneficial    Percent
Title of Class   of Beneficial Owner     Ownership    of Class 
Common          American International   1,185,700    2.2%*
                Systems, Inc.            (see note 1)
                12002 W. 14th Avenue     (see note 2)
                Golden, CO  80401
                
                                   9

<PAGE>
               (Note 1:  Robert Beaton owns 44% of the shares of
                         American International Systems,
                         Inc.  which  if  combined with
                         his  personal holdings would
                         result in 55.32% ownership)
                         
Common         Robert Beaton            28,510,000         54.3%
               12002 W. 14th Avenue
               Golden, CO  80401

Common         James Poulos             19,031,434         36.3%     
               4065 Easley Rd.
               Golden, CO  80403

               (Note 2:  James Poulos owns 15.95% of American
                         International Systems, Inc. which
                         if  combined with his personal
                         holding, would result in 36.6%
                         ownership)
                         
Common         Michael Schranz, V.P. & Dir.  244,254          .4%
               Polaris Resources
               410 17th Street, Ste. 1940
               Denver, CO  80202

Common         One Capital Corp. of which    2,500,000       4.8%
               Mr. Schranz is an officer,
               director and shareholder

            Security  Ownership  of  Certain  Beneficial Owners   and
            Management (Continued)

      The  following table sets forth information, as of
December  31, 1997, with respect to the beneficial
ownership of the Company's no par value common stock by
the directors and officers of the Company,  both
individually and as a group.

      Stock        Names and Address      Beneficial       Percent
  Title of Class   of Beneficial Owner     Ownership       of Class

Common         American International       1,185,700      2.2%*
               Systems, Inc.
               12002 W. 14th Avenue
               Golden, CO  80401
               (Note 1:  Robert Beaton
                         owns 44% of the shares of
                         American International Systems,
                         Inc.  which  if  combined with
                         his  personal holdings would
                         result in 55.32% ownership)

Common         Robert Beaton, Pres & Dir.    28,510,000     54.3%
               12002 W. 14th Avenue
               Golden, CO  80401
      
                                   10


<PAGE>

Common         James Poulos, Secy. & Dir.    19,031,434     36.3%
               4065 Easley Rd.
               Golden, CO  80403
               (Note 2:  James Poulos
                         owns 15.95% of American
                         International Systems, Inc. which
                         if  combined with his personal
                         holding, would result in 36.6%
                         ownership)

Common         Michael Schranz, V.P. & Dir.      244,254      .4%
               Polaris Resources
               410 17th Street, Ste. 1940
               Denver, CO  80202

Common         One Capital Corp. of which      2,500,000      4.8%
               Mr. Schranz is an officer,
               director and shareholder

               Officers and Directors as a group             95.8%

Item 12.  Certain  Relationships and Related Transactions-
          None.

                          PART IV
                             
Item 13.  Exhibits and Reports on Form 8-K

          The following documents are filed as part of
          this report:

          1.    Reports on Form 8-K: October
                31, 1997 and November 12, 1997

          2.    Exhibits:


                         INDEX
                                             Form 10-K
Regulation                                   Consecutive
S-K Number               Exhibit             Page Number

3.1         Articles  of Incorporation       *Incorporated by reference
                                             to Registration Statement 
                                             #2-87742-D

3.2         Bylaws                           *Incorporated by reference
                                             to Registration Statement 
                                             #2-87742-D
                                             
27.1        Financial Data Schedule          F-12

                                     11

<PAGE>
                        SIGNATURES
                             
Pursuant  to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                         LEESBURG LAND & MINING, INC.
                         (Registrant)

Date: June 17, 1998

                         /s/Robert M. Beaton
                         Robert M. Beaton, President,
                         Chief Executive Officer
                             
                             
Pursuant to the Securities Exchange Act of 1934, this
report has  been signed below by the following persons on
behalf of the registrant  and in the capacities and on the
dates indicated.

                         LEESBURG LAND & MINING, INC.
                                   (Registrant)

Date: June 17, 1998

                                   /s/Robert M. Beaton
                                   Robert M. Beaton, Director

                                   /s/Michael Schranz
                                   Michael Schranz, Director

                                   /s/James F. Poulos
                                   James F. Poulos, Director

                                  12


<PAGE>

                  LEESBURG LAND & MINING, INC.

                      FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996

<PAGE>


                            CONTENTS
                                                                   Page 

Independent auditors' report                                       F-1

Financial statements:

  Balance sheets                                                   F-2

  Statements of operations                                         F-3 

  Statements of stockholders' equity                               F-4 

  Statements of cash flows                                         F-5-F- 6

Notes to financial statements                                      F-7 - F-11
                             
                             
<PAGE>                             
                            
                       INDEPENDENT AUDITORS' REPORT


     Board of Directors
     Leesburg Land & Mining, Inc.
     Golden, Colorado

We have audited the accompanying balance sheet of
Leesburg Land & Mining,  Inc.  (a development stage
company) as of  December  31, 1997,  and  the
related statements of operations,  stockholders'
equity  and cash flows for the year then 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.  The financial  statements  of
Leesburg Land & Mining, Inc. as of December 31, 1996
were audited by  other  auditors whose report dated
April 18, 1997,  on  those statements included an
explanatory paragraph that questioned  the Company's
ability to continue as a going concern as discussed
in Note 1 to the financial statements.
     
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 audit
provides a reasonable basis for our opinion.
   
In our opinion, the financial statements  referred  to above
present  fairly, in all material respects, the financial position
of Leesburg Land & Mining, Inc. (a development stage company) as
of December 31, 1997, and the results of its operations and cash
flows for the  year  then ended, in conformity  with  generally
accepted accounting principles.

As described in  Note 1  to  the  financial  statements, the
accompanying  financial  statements have been  prepared assuming
that  the Company will continue as a going concern.  As shown in
the financial statements, the Company has incurred cumulative net
losses  of  $4,172,368  since inception. At  December  31, 1997,
liabilities  exceeded assets by $23,536 and the  Company had  no
cash.   These factors raise substantial doubt about the Company's
ability  to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of the above uncertainty.

                                       Gordon, Hughes & Banks, LLP

May 12, 1998
Englewood, Colorado

                                                         Page F-1

<PAGE>

               LEESBURG LAND AND MINING CO., INC.
                 (A Development Stage Company)
                        BALANCE SHEETS
                  DECEMBER 31, 1997 AND 1996
                               
                               
                               
                                                 1997            1996
ASSETS

PROPERTY AND EQUIPMENT
     Vehicle                                   $         -      $    20,818
     Less:  accumulated depreciation                     -         (20,818)

     TOTAL PROPERTY AND EQUIPMENT                        -                -

TOTAL ASSETS                                   $         -      $         -


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
     Accounts payable (Note 2)                 $    23,536      $    12,855
     TOTAL CURRENT LIABILITIES                      23,536           12,855

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, 1,000,000 shares of
        no par value authorized, none issued
     Common stock, no par value;
        authorized, 100,000,000 shares;
          issued and outstanding, 1,749,211      4,148,832        4,140,407
          shares in 1997 and 1996


     Accumulated (deficit) during the
     development stage                         (4,172,368)      (4,153,262)    
       
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)         (23,536)         (12,855)
       
       
     TOTAL LIABILITIES AND STOCKHOLDERS'
          EQUITY (DEFICIT)                     $         -      $         -



See Notes to financial statements                            Page F-2


<PAGE>
[CAPTION]
<TABLE>
                    LEESBURG LAND AND MINIING CO., INC.
                       (A Development Stage Company) 
                         STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
    AND FROM JUNE 21, 1983 (INCEPTION) TO DECEMBER 31, 1997 (Unaudited)

          <S>                       <C>             <C>          <C>

                                   Cumulative
                                    During
                                   Development
                                    Stage      
                                   (Unaudited)         1997         1996

REVENUE:
    Interest income                 $     92,753    $       -    $       -
    Geo contract                          90,000            -            -
    Equipment rental income               13,500            -            -
    Disposal of equipment                 15,291        1,277            -
         TOTAL REVENUES                  211,544        1,277            -

EXPENSES:
    Exploration costs                    867,048            -            -
    General & administrative           1,240,154       14,483       16,781  
    Interest expense                     427,367          900          700
    Depreciation expense                 790,967            -            -
    Abandonment of claims and leases     626,637            -            -
    Loss - sale of mining equipment      287,173            -            -
    Loss - sale of Polaris Coal Co.      228,000            -            -
    Write down of mining equipment       127,664            -            -
    Bad debts                            196,985            -            -
    Services contributed by officers      88,200        5,000        5,000

     TOTAL COSTS & EXPENSES            4,880,195       20,383       22,481

     NET INCOME (LOSS) BEFORE 
      EXTRAORDINARY ITEM             (4,668,651)     (19,106)     (22,481)

     EXTRAORDINARY ITEM,
      Reduction of payables (Note 2)     496,283            -            -

          NET INCOME (LOSS)         $(4,172,368)    $(19,106)    $(22,481)

     NET INCOME (LOSS) PER SHARE:
          Income (loss) before
               extraordinary item   $    (11.95)        (.01)        (.01)
          Extraordinary item                1.27            -            -

          NET INCOME (LOSS)         $    (10.68)    $   (.01)    $   (.01)

     WEIGHTED AVERAGE NUMBER
          OF SHARES OUTSTANDING          390,704    1,749,211    1,749,211



See Notes to financial statements                            Page F-3
</TABLE>

<PAGE>
[CAPTION]
<TABLE>

                    LEESBURG LAND AND MINING CO., INC.
                       (A Development Stage Company)
               STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                               (See Note 4)
                               
                               
                                                       (Deficit)
                                                      Accumulated
                                                        During
                                                         the
                                                      Development
                                 Shares     Amount      Stage          Total
<S>                             <C>         <C>         <C>            <C>

Balances, December 31, 1995     1,749,211   $4,104,605  $(4,130,781)   $(26,176)
  Management services
   contributed by               
   officers/shareholders                -        5,000             -       5,000

  Operating expenses paid
   by officer/shareholder               -       30,802             -      30,802
  Net (loss)                            -            -      (22,481)    (22,481)

Balances, December 31, 1996     1,749,211    4,104,407   (4,153,262)    (12,855)

  Management services
   contributed by officers/
   shareholders                         -        5,000             -       5,000

  Operating expenses paid
   by oficer/shareholder                -        3,425             -       3,425

     Net (loss)                         -            -      (19,106)    (19,106)

Balance, December 31, 1997      1,749,211   $4,148,832  $(4,172,368)   $(23,536)





See Notes to financial statements                            Page F-4
</TABLE>


<PAGE>
[CAPTION]
<TABLE>

                   LEESBURG LAND AND MINING CO., INC.
                     (A Development Stage Company) 
                        STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
   AND FROM JUNE 21, 1983 (INCEPTION) TO DECEMBER 31, 1997 (Unaudited)

                                           Cumulative
                                           Since
                                           Inception       
                                           (Unaudited)     1997        1996
  <S>                                       <C>            <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES: 
  Net income (loss)                         $(4,172,368)   $(19,106)   $(22,481)
  Items not requiring cash:
   Depreciation                                  790,967           -           -
   Contributed services                           88,200       5,000       5,000
   (Gain) loss on disposal of mining claims
    of mining claims and equipment             1,040,147           -           -
   Operating expenses paid by shareholders        39,991       3,425      30,802
   Other                                        (11,206)           -           -
   Contingency recorded as note payable           62,386           -           -
   Loss on investment in 
    Polaris Coal Company                         228,000           -           -
   Shareholder payables transfered 
    to equity                                    187,777           -           -
   Increase (decrease) in accounts payable        23,535      10,681    (13,321)
      Cash (used) by operating activities    (1,722,571)           -           -

CASH FLOWS FROM INVESTING ACTIVITIES:                          
  Purchase of mining claims                     (72,301)           -           -
  Purchase of vehicles                         (103,614)           -           -
  Purchase of mining equipment               (1,319,676)           -           -
  Purchase of other equipment                    (9,996)           -           -
  Purchase of Polaris Coal Company               (6,500)           -           -
  Proceeds - sale of mining equipment            247,910           -           -
     Cash provided (used) by investing   
      activities                             (1,264,177)           -           -

CASH FLOWS FROM FINANCING ACTIVITIES:                          
  Note payable payments                        (110,130)           -           -
  Proceeds from sale of common stock and
   warrants, net of registration costs         3,111,194           -           -
  Purchase of treasury stock                    (14,316)           -           -
     Cash provided by financing activities     2,986,748           -           -

Increase (decrease) in cash & cash                   
   equivalents                                         -           -           -

Cash & cash equivalents - beginning year               -           -           -

Cash & cash equivalents - end of year       $          -   $       -   $       -


See Notes to financial statements                            Page F-5
</TABLE>

<PAGE>

                    LEESBURG LAND AND MINING CO., INC.
                       (A Development Stage Company) 
                         STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                                (Continued)
     Non-Cash Activities

     Capital transactions

     During 1995, the Company issued of 83,333 shares of common  stock
     for payment of services of $100 to a shareholder (see Note 4).

     During  1994,  officers contributed $108,151 to the Company,  for
     amounts due them for past services, $1,250 of which was exchanged
     for  1,583,333  shares of common stock.  Also  during  1994,  the
     Company unilaterally eliminated principal and interest payable of
     $142,012 and transferred the amount to equity (see Note 4).

     Mining claims

     In  1983,  the  Company acquired claims valued  at  approximately
     $2,000,000  from certain stockholders in exchange  for  debt  and
     common  stock.  In 1984, the claims were returned  and  the  debt
     terminated.  The common stock (17,500 shares) was retained by the
     stockholders.

     Polaris Resources, Inc.

     In 1985, the Company acquired all of the outstanding common stock
     of Polaris Coal Company ("Polaris") in exchange for 25,000 shares
     of   its  common  stock  (valued  at  $293,500),  assumption   of
     $1,200,000  of Polaris debt and $6,500 in cash.  Later  in  1985,
     the  Company  sold  the stock of Polaris back to  the  seller  in
     exchange  for cancellation of the $1,200,000 debt and forgiveness
     of  $53,000 in interest.  The Company's common stock was retained
     by  the  original  seller  and the Company  realized  a  loss  of
     $228,000 on the sale.


                                                              Page F-6

<PAGE>

                LEESBURG LAND AND MINING CO., INC.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 1997 AND 1996
                    
                    
                    
Note  1   -   Operations  and  Summary  of  Significant  Accounting Principles

      Leesburg  Land  & Mining, Inc. (the "Company" or  "Leesburg")
      was  incorporated  on  June 21, 1983.   From  June  21,  1983
      (Inception) to December 31, 1984, the Company was engaged  in
      the  development of a gold placer claim located near  Salmon,
      Idaho.   As  of December 31, 1984, the Company's only  mining
      claim was abandoned.  Pursuant to a change in control of  the
      Company  in April 1985, the Company purchased an interest  in
      a  coal  company.  The Company sold its interest in the  coal
      company  in  November 1985.  In December  1985,  the  Company
      entered into a contract with a non-affiliated partnership  to
      complete  a  geothermal well, construct  a  power  plant  and
      assist  in obtaining needed financing on a fixed-price basis.
      The  geothermal well was plugged and abandoned in  1986  when
      the   underground   resource  was  deemed  inadequate.    The
      Partnership failed to make payments to the Company under  the
      contract.    The   Company  has  never  derived   significant
      revenues from any of its attempted operations.

      In  1987, the Company filed for a Chapter 11 bankruptcy,  but
      voluntarily  withdrew  the filing in 1988.  Since  1988,  the
      Company  has  disposed  of  all  its  claims,  property   and
      equipment.   In  addition, the Company has  been  eliminating
      its  debt (Notes 2 and 3) and seeking a private company  with
      which  to  merge.   No  such company has been  identified  or
      found.
      
      The  accompanying  financial statements  have  been  prepared
      assuming  that the Company will continue as a going  concern.
      However,  the Company has incurred cumulative net  losses  of
      $4,172,368   since   inception.   At   December   31,   1997,
      liabilities  exceeded assets by $23,536.   In  addition,  the
      Company  has  recently eliminated amounts  due  to  creditors
      based  on  the  tolling of the statute  of  limitations.   As
      described  in  Notes 2 and 3, the statue of limitations  does
      not   preclude   creditors  from  threatening   or   bringing
      litigation, which would be costly for the Company to  defend.
      In  view  of  these  matters, the future of  the  Company  is
      dependent  upon management's ability to find a  company  with
      which  to  merge and a favorable final outcome regarding  the
      elimination of debts.
      
      Property and equipment

      Property   and  equipment  has  been  stated  at   cost   and
      depreciated  on  a  straight line basis  over  the  estimated
      useful   lives  of  the  assets  (4-7  years  for  vehicles).
      Maintenance  and  repairs  are expensed  as  incurred.   When
      assets  are sold or retired, the cost and related accumulated
      depreciation  is removed from the accounts and the  resulting
      gain or loss is included as income.
      
      Statement of cash flows

      For  statement of cash flows purposes, the Company  considers
      short-term  investments  with original  maturities  of  three
      months or less to be cash equivalents.
      
                                                           Page F-7
<PAGE>

                LEESBURG LAND AND MINING CO., INC.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 1997 AND 1996 
                          (Continued)
                            
Note 1 - Operations and Summary of Significant Accounting Principles (Continued)

      Earnings per common share

      Net  income  or  (loss)  per common share  is  based  on  the
      weighted   average   number  of  shares   of   common   stock
      outstanding during the periods presented.

      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.   Significant
      estimates  have  been  made  with  regards  to  estimates  of
      contributed services.
      
      Reverse Stock Split

      Effective  March  31, 1998, the Company approved  a  one  for
      thirty  reverse stock split of all outstanding common shares.
      All  share  amounts and (losses) per share amounts have  been
      retroactively restated for the reverse stock split.

Note 2 - Accounts Payable

      Since  1993, the Company has eliminated a substantial  amount
      of   its  accounts  payable  and  reported  $457,657  as   an
      extraordinary gain.  The Company, based on the advice of  its
      legal  counsel, determined that the claims of these creditors
      were  outside  the time limitations of the  statutes  of  the
      States  of  Colorado  and Nevada for causes  of  action  most
      likely to be pled by such creditors.
      
      In   late  1994,  the  Company  reopened  negotiations   with
      Halliburton,  a creditor. The Company and Halliburton  agreed
      to  a settlement of approximately $14,000 in early 1995.   In
      1995,  the  Company recognized $38,626, the  amount  of  debt
      forgiven   by  Halliburton,  as  extraordinary  income.    In
      January 1996, the Company settled its debt to Halliburton  by
      paying $14,000.
      
Note 3 - Notes Payable

      In  1986,  the Company sold 4,267 shares of its common  stock
      to  Rio  Delta  Land  Company  ("Rio  Delta").   The  Company
      planned  to  work in a venture with Rio Delta  to  develop  a
      mining   property.    However,  in  1987,   after   expending
      approximately $70,000 on the project, the Company  terminated
      the  venture  with  Rio Delta and agreed  to  pay  Rio  Delta
      approximately $60,000  plus interest in exchange  for  return
      of  the common stock issued to Rio Delta.  The Company  never
      received  its stock from Rio Delta but nonetheless maintained
      the debt on its books until 1994 when it was reclassified  to
      equity.
      
                                                          Page F- 8


<PAGE>
[CAPTION]
<TABLE>
                LEESBURG LAND AND MINING CO., INC.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
                     DECEMBER 31, 1997 AND 1996 
                           (Continued)
                            
Note 4 -   Stockholders' Equity

      The   Company  amended  its  Articles  of  Incorporation   to
      authorize  the  issuance of 33,333 shares of preferred  stock
      with  no  par value.  The preferred stock may be issued  from
      time  to time with such designation, rights, preferences  and
      limitations  as  the  Board  of Directors  may  determine  by
      resolution.  As of December 31, 1997, no shares of  preferred
      stock have been issued.
      
      The  Company  has  been in the development  stage  since  its
      inception  in  1983 and the stockholders' equity transactions
      from  inception through December 31, 1995 are  summarized  in
      the  schedule below.  The transactions from inception through
      December  31,  1985 and from January 1, 1993 to December  31,
      1995  have  been audited by other auditors.  The transactions
      from  January  1,  1986 to December 31, 1992  have  not  been
      audited.
      
        <C>                           <C>       <C>           <C>
      
                                         Common Stock        Cumulative
                                      Shares      Amount     (Deficit)
      Initial stockholder private
        placements for cash           10,972    $  492,500    $          -
      Issuance of common stock
        for mining claims             17,500       380,000               -
      Public offering, net  of    
        offering costs                25,000     2,490,594               -
      Issuance of common stock
        Warrants                           -           100               -
      Retirement of treasury stock     (208)      (14,316)               -
      Issuance of common stock for
        Polaris Coal Company          25,013       293,500               -
      Net  (losses)  Inception to
        December 31, 1985                  -             -     (2,945,073)
      Balances,
        December 31,  1985
          (Audited by                 
          predecessor auditors)       78,277     3,642,378     (2,945,073)

      Issuance of common stock
        for cash                       4,267       128,000               -
      Services contributed by
        Shareholders                       -        20,000               -
      Net (losses), January 1, 1986        
        to  December  31, 1992             -             -     (1,511,274)
      Balances,
        December 31,  1992 Unaudited  82,544     3,790,378    $(4,456,347)

                        (Schedules continues)
                                                           Page F-9

</TABLE>

<PAGE>
[CAPTION]
<TABLE>

                LEESBURG LAND AND MINING CO., INC.
                   (A Development Stage Company)
                   NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 1997 AND 1996 
                          (Continued)
                            
Note 4 -   Stockholders' Equity (Continued)
         <C>                           <C>        <C>         <C>

                                            Common Stock        Cumulative
                                         Shares      Amount     (Deficit)
       Services contributed by
         Shareholders                          -      58,200             -
       Expenses paid by shareholder            -       5,764             -
       Involuntary  conversion of
         Shareholders' debt                    -     142,012             -
       Debt forgiven by shareholders           -     106,901             -
       Stock issued shareholders
         in exchange for debt at                         
         $.00004 per share             1,666,667       1,350             -        
       Net income, January 1, 1993
         to December 31, 1995                  -           -       325,566
       Balances,
         December 31, 1995 (Audited)   1,749,211  $4,104,605  $(4,130,781)


      During  1995, the Board of Directors approved issuing  83,333
      shares  of  common  for $100 of services to  One  Capital,  a
      shareholder.  During 1994, The President waived $62,618  owed
      to  him  for  past services rendered in exchange for  950,000
      shares   of   common  stock  for  which   $750   was   deemed
      consideration.   During  1994,  the  Vice  President   waived
      $45,532  owed to him for past services rendered  in  exchange
      for  633,334 shares of common stock for which $500 was deemed
      consideration.   These transactions were  authorized  by  the
      Board   of  Directors  and  the  amounts  were  credited   to
      stockholders' equity.

      Also  during  1994, the Company unilaterally transferred  the
      debt  and  accrued interest owed to Rio Delta, a shareholder,
      to  equity.  The principal and interest totaled $142,012  and
      was  transferred  after the time period for  the  statute  of
      limitations expired.
      
      During   1997   and   1996,  the  Company's   President   and
      Shareholder paid operating expenses and creditors $3,425  and
      $30,802, respectively, and contributed those amounts  to  the
      Company.

                                                          Page F-10
</TABLE>


<PAGE>

                LEESBURG LAND AND MINING CO., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                    DECEMBER 31, 1997 AND 1996 
                          (Continued)
                            
Note 5 - Income Taxes

      At  December  31, 1997, the Company has a net operating  loss
      (NOL)   carry-forward  for  tax  purposes  of   approximately
      $3,659,000  (expiring  in  the  years  1998  to  2011).    In
      addition,  the  Company  has a tax  credit  carry-forward  of
      approximately $20,000 (expiring in the years 1999 to 2000).

      Deferred  tax assets (liabilities) at December 31,  1997  and
      1996 are as follows:

                                                1997          1996
      Deferred tax assets due to:
        Payables                           $      3,530         5,000
        Net operating loss carry-forward      1,406,406     1,414,372
                                              1,409,936     1,414,372
      Valuation allowance for deferred
         tax assets                         (1,409,936)   (1,419,372)

             Net deferred tax asset        $          -  $         -


      Deferred  income  taxes  are  recorded  to  reflect  the
      tax consequences on future years of differences between
      the tax basis of assets and liabilities and their financial
      reporting  amounts  at each year end.   Deferred  income
      tax assets  are  recorded  to  reflect the  tax consequences  
      on future  years  of income tax carry-forward benefits,  
      reduced by  benefit  amounts  not expected  to  be  realized  
      by  the Company.
      
      There  were no income tax expenses or benefits for the
      years ended December 31, 1997 and 1996.
      
Note 6 - Related Party Transactions

      The  Company  utilizes  office space  provided  free  by
      the President  and  shareholder.  In addition, the
      officers  have contributed  management  services  to
      the Company without compensation (Note  4). In 1994, the 
      Company's officers contributed past amounts owed to them in
      exchange  for  a substantial  number of shares of the
      Company's  common  stock (Note 4).
      
      
Note 7 - Subsequent Event

      On  March  11,  1998,  the shareholders approved  a  one
      for thirty reverse stock split (effective March 31,
      1998) and  to redomicile the corporation from Colorado
      to Nevada.
      
      
      
                                                      Page F-11

<PAGE>