U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

             (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended January 31, 2001
                                                -----------------

               ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                                THE EXCHANGE ACT
           For the transition period from ___________ to ____________
                        Commission file number 93-67656-S
                                   -----------

                        Leading-Edge Earth Products, Inc.
                        ---------------------------------
           (Name of small business issuer as specified in its charter)

               Oregon                                           93-1002429
----------------------------------------                ------------------------
(State of incorporation or organization)                (I.R.S. Employer ID No.)

          200 South Wacker Drive, Suite 4000, Chicago, Illinois, 60606
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  800-788-3599
                                  ------------
                            Issuer's telephone number

                    319 Nickerson St. #186, Seattle, WA 98109
                   ------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 9d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12,13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 43,359,476 shares as of January 31,
2001.

      Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



<PAGE>


PART I

Item 1.  Financial Statements
         --------------------

                        LEADING-EDGE EARTH PRODUCTS, INC.
                                  Balance Sheet
                                   "Unaudited"                  January 31, 2001
--------------------------------------------------------------------------------
ASSETS
Current assets:
        Cash                                                        $   139,185
        Receivables, net of reserve                                           0
        Inventories                                                     401,169
        Prepaid expenses and deposits                                    10,632
                                                                    ------------
          Total current assets                                          550,986

Long-lived Assets
        Property, plant and equipment                                 1,269,271
        Accumulated depreciation                                       (141,235)
        Intangible assets                                               198,000
        Accumulated amortization                                        (16,500)
                                                                    ------------
          Total long-lived assets                                     1,309,536
                                                                    ------------
        Land and equipment held for sale                                134,108
                                                                    ------------
          Total assets                                              $ 1,994,630
================================================================================

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
        Credit line                                                 $    47,726
        Accounts payable                                                278,531
        Accrued contract salary payable                                 197,915
        Accrued royalties and interest payable                          152,939
        Loans from shareholder                                          442,987
        Notes payable                                                   101,703
                                                                    ------------
          Total current liabilities                                   1,221,802

Long Term Liabilities:
        Leases payable                                                  933,149
                                                                    ------------
          Total liabilities                                           2,154,951

Shareholders' equity (deficit):
        Common stock, no par value
        100 million shares authorized, 43,359,476 issued              8,072,083
        Note receivable from shareholders                               (80,000)
        Accumulated deficit                                          (8,152,404)
                                                                    ------------
          Total shareholders' equity                                   (160,321)
                                                                    ------------
          Total liabilities and shareholders' equity                $ 1,994,630
================================================================================

    The accompanying notes are an integral part of these financial statements


                                       2
<PAGE>
<TABLE>

                        LEADING EDGE EARTH PRODUCTS INC
                            STATEMENTS OF OPERATIONS
                                  "UNAUDITED"
<CAPTION>

                                                   3 months ended January 31,     9 Months ended January 31,
                                                    2001            2000            2001            2000
                                                -------------   -------------   -------------   -------------
<S>                                             <C>             <C>             <C>             <C>
Income
     Sales                                      $          -    $          -    $          -    $          -
     License and Consulting Revenues                       -               -               -               -
     Interest                                              -          15,712               3          61,176
     Other                                                 -               -              14             784
                                                -------------   -------------   -------------   -------------
Total Income                                               -          15,712              17          61,960
                                                -------------   -------------   -------------   -------------
Manufacturing Overhead                               132,344               -         352,752               -

Research and Development Expenses                        541          23,083          42,885          43,209

General & Administrative Expenses
     Contract Salaries and Incentives                 27,420          28,697         101,375          68,226
     Travel and Entertainment                          7,706          10,810          38,120          19,491
     Legal and Professional                           33,543          22,485         153,228          94,228
     Promotion and Corporate Development                 774          22,082          23,683          58,686
     Other General & Administrative Expenses          26,396           9,925         210,299          26,159
     Manufacturing Equipment Lease                   122,872          23,356         158,078          35,798
                                                -------------   -------------   -------------   -------------
Total General & Administrative Expenses              218,710         117,355         684,782         302,588

Interest Expense                                      45,980           6,918         134,714          26,031

Adjustment for Unpaid Revenues from Affiliate              -          22,767               -          51,407
                                                -------------   -------------   -------------   -------------
Total Expenses                                       397,576         170,123       1,215,134         423,235
                                                -------------   -------------   -------------   -------------
Net Loss                                        $   (397,576)   $   (154,411)   $ (1,215,117)   $   (361,275)
                                                =============   =============   =============   =============
Net Loss per share                              $       0.01    $       0.00    $       0.03    $       0.01
                                                =============   =============   =============   =============
Weighted average shares outstanding               41,036,661      31,193,848      40,076,922      31,193,848
                                                =============   =============   =============   =============
The accompanying notes are an integral part of these financial statement
</TABLE>
<PAGE>
                         LEADING EDGE EARTHPRODUCTS INC
                            STATEMENTS OF CASH FLOWS
                                  "UNAUDITED"

                                                   Nine Months ended January 31,
                                                         2001           2000
                                                     ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                        $(1,215,117)   $  (361,275)

Adjustments to reconcile net loss to cash
flows used in operating activities:
     Noncash compensation expenses related to
       nonqualified stock options and grants                   -        151,680
     Depreciation and amortization                       153,301              -

Changes in operating assets and liabilities:
     Receivables                                          38,186          7,083
     Inventory                                          (283,618)             -
     Prepaid expenses and deposits                        (5,236)         9,668
     Accounts payable                                    153,001        (39,172)
     Accrued salary obligations                           47,000         21,000
     Accrued interest payable                             45,128         14,315
                                                     ------------   ------------
Total adjustments to Operating Loss                      147,763         16,574
                                                     ------------   ------------
Cash used in operating activities                     (1,067,354)      (196,701)
                                                     ------------   ------------
INVESTING ACTIVITIES:
     Investment in affiliate                                   -       (384,542)
     Equipment purchases, disposals                   (1,012,595)       (63,556)
                                                     ------------   ------------
Cash used in investing activities                     (1,012,595)      (448,098)
                                                     ------------   ------------
FINANCING ACTIVITIES:
     Increase in line of credit                           47,341        (23,923)
     Sale of common stock                                654,762        593,093
     Exercise of stock options                                 -         75,000
     Increase in leases payable                          933,149         27,613
     Proceeds from loans from stockholders               383,877        146,233
     Payments on loans from stockholders                       -       (146,233)
                                                     ------------   ------------
Cash provided by financing                             2,019,129        671,783
                                                     ------------   ------------
     Net change in cash                                  (60,820)        26,984
     Cash at beginning of period                          75,994          1,124
                                                     ------------   ------------
     Cash at end of period                           $   139,185    $    28,108
                                                     ============   ============



The accompanying notes are an integral part of these financial statement

                                       4
<PAGE>

January 31, 2001

                          Notes to Financial Statements

Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND POOLING INTERESTS Leading-Edge Earth Products, Inc. (an Oregon
corporation) believes its products have applications for single-family,
multifamily residential, and low-rise commercial construction. Significant
revenues have not yet been generated from research and development activities or
planned operations. The Company's business activities have been financed
primarily through the issuance of equity securities, outside loans, and loans
from shareholders.

LEEP was incorporated on December 23, 1991. On December 29, 1992, Leading-Edge
Earth Products, Inc., merged with an inactive public company, Crystal Asset
Management, Inc., which was incorporated in Oregon in 1968. This business
combination was accounted for as a pooling of interest. The newly combined
company was named Leading-Edge Earth Products, Inc. The stock began to trade
publicly in March 1993 under the trading symbol "LEEP".

USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS The Company considers, and the financial statements
reflect, all highly liquid short-term investments with original maturity of
three months or less as cash.

INVENTORY Inventory is stated at the lower of cost or market assuming FIFO. The
inventory that was purchased in April 2000 from LBS is stated at the historical
cost to the joint venture.

PROPERTY AND EQUIPMENT In October 2000, the Company took delivery of a custom
panel press, financed through a capital lease, with a cost of $99,500. The sum
of the minimum lease payments is $130,003. Management estimates the economic
life of this equipment to be 7 years.


NET LOSS PER COMMON SHARE Net Loss per common share is computed based on the
weighted average number of common shares and common share equivalents
outstanding. There was no difference between primary and fully diluted earnings
for the period presented.

STOCK-BASED COMPENSATION There was no stock-based compensation during the
quarter ended January 31, 2001.

                                       5
<PAGE>

Note 2: RELATED PARTY TRANSACTIONS

ARCHITECTURAL SERVICES AGREEMENT LEEP has entered into an agreement with the
owner of DB Associates, a stockholder and member of the Board of Directors, to
provide architectural and sales services. In addition to normal hourly rates for
architectural services, DB Associates will be paid for sales and marketing
efforts at the rate of $1.00 per panel for each panel sold to persons or
companies for which DB Associates performs architectural work. DB Associates
will alternatively receive $0.25 per panel for providing architectural review
for compliance with the Company's standards on projects with which DB Associates
is not directly involved as architect.

STOCK OPTIONS During the quarter ended January 31, 2001 stock purchase warrants
were granted to nine officers, directors, employees and certain outside
consultants in the amount of 3,050,000 shares exercisable at $0.25 for a term of
10 years.

LOANS FROM STOCKHOLDERS On January 31, 2001, the Company owed $442,987 in
unsecured, demand notes payable to stockholders with interest accruing at 8% or
10% per annum. Also, as of January 31, $152,939 in accrued interest was owed to
officers and directors of the Company.

LINE OF CREDIT The $50,000 line of credit has been terminated with an
outstanding balance of $47,726, on which the Company is continuing to make
regular monthly payments. The Company's CEO personally guaranteed this line of
credit.

OFFICE SPACE The Company subleases approximately 1,000 square feet of office
space for its Corporate Headquarters from Brown Marketing Communications, LLP,
at 200 South Wacker Drive, Suite 4000, Chicago, Illinois. The Chairman of the
Board, Dennis Schrage, is a principal and President of Brown Marketing
Communications, LLP. The terms of the month-to-month sublease are at least as
favorable as other similar space in downtown Chicago, and lease payments have
been deferred until the cash flow of the Company permits lease payments to be
made.

Note 3: COMMITMENTS AND CONTINGENCIES

In October, 2000 LEEP accepted delivery of a custom panel press costing
$99,500. LEEP leased this equipment through a full payout lease, accounted for
as a capital lease, for 60 months with monthly payments of $2,167. Grant Record
and an outside investor have provided a limited guarantee with recourse and the
manufacturer has provided a remarketing agreement.

The Company is obligated for operating leases in the amount of $25,000 per
month. These leases expire in 20 to 40 months and represent a total obligation
of $933,149 over their terms.

The current portion of leases payable is $300,000

                                       6
<PAGE>

Note 4:  INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements reflect all normal and necessary
adjustments that are, in the opinion of management, required for a fair
presentation of the results of the interim period.

Note 5: PROPERTY AND EQUIPMENT
Property and equipment at January 31, 2001 are summarized as follows:

            Plant design                               $   117,025
            Manufacturing equipment                      1,140,467
            Office equipment                                11,779
                                                       ------------
             Total                                     $ 1,269,271
            Accumulated depreciation                      (141,235)
                                                       ------------
             Net book value                            $ 1,128,036


Note 6: INVENTORIES

Inventories at January 31, 2001 are summarized as follows:

            Raw Materials                              $ 272,795
            Work in Process                              108,316
            Finished Goods                                20,058
                                                       ----------
             Total                                     $ 401,169


                                       7
<PAGE>


LEADING-EDGE EARTH PRODUCTS, INC.

PLAN OF OPERATION: LEEPCORE production is located in a newly customized 30,000
square foot building operational with a 100-foot long three-stage rollforming
system and three semi-automatic production presses. This current complement of
equipment is capable of producing 2,268 panels or 54,432 square feet of LEEPCORE
panels per month. Present facilities allow for three additional presses at an
additional cost of $375,000, which would give the Pennsylvania plant the ability
to produce 110,000 square feet of LEEPCORE panels per month. The plant presently
employs six people, which is sufficient to support the present one shift
operation.

The LEEPCORE product is typically factory-configured in large Sections to
support construction of pre-engineered structural walls, roofs and floors. The
Company's target market has now been identified as high volume users such as
large builders, developers contractors and manufactured housing manufacturers.
Earlier, the Company planned to develop a network of distributors and dealers to
secure, on a commission basis, specific building orders in their territories.
With this shift in marketing strategy, the planned distributor network has been
abandoned as impractical and inconsistent with the company's strategic focus and
primary objective of seeking high volume component sales through the Company's
own sales efforts.

In early January, the Company announced that it was expecting "immediate" orders
as a result of signing a distributor agreement with an entity in the United Arab
Emirates (UAE). Those orders have not been forthcoming, although two of the five
anticipated orders are still pending. Management believes that the three
potential orders which appear lost at this time were the result of increased
political and economic tensions in the region. There can be no assurances that
any orders will result from the Company's sales efforts in the Middle East,
although at least two opportunities remain in the discussion stage.

The Company designed and constructed a 3 x 3 x 9 meter (10' x 10' x 30')
'Modular Accommodation Building' as a representative building to market to the
oil industry, military and school districts. It is anticipated that the unit
will be used singularly or in combinations to accommodate lodging, computer
installations, kitchens, tool sheds, dining, exercise rooms, classrooms,
barracks, rapid deployment shelters, etc. LEEP has also been pursuing a contract
to supply the US Army with Rapid Deployment Shelters. LEEP remains optimistic
about an Army contract since it was selected as a finalist and LEEP structures
are planned to undergo field-testing with the military. The Company is exploring
opportunities in Florida where new 120 MPH wind codes are coming into effect on
both Florida coasts in 2001. LEEP has expectations that LEEPCORE walls will be
successful in high wind resistant designs for Florida and other gulf coast
markets. The company received independent test results from Clemson University
on January 18, 2001, which stated that the Company's LEEPCORE panel passed
windborne debris impact tests at up to 234% of the Dade County (Florida)
building code minimum requirement. Complete LEEPCORE product testing will be
conducted at RADCO, a specialized and certified testing laboratory in Long
Beach, California during the 4th quarter of the current fiscal year. This
testing series is being conducted to provide performance data which will enable
the Company to receive approvals from all the major building code agencies,
including ICBO, SBCCI, BOCA, UBC and IBC. Such approvals cannot be assured,
however, the testing is required before application can be made.

                                       8
<PAGE>

LEEP's primary focus for 2001 is to manufacture, market and sell its LEEP
STRUCTURAL CORE product. LEEP's strategy is to establish markets and build sales
backlog. LEEP plans to develop the financing to construct a full-scale highly
automated manufacturing plant capable of producing 100,000 square feet of
pre-engineered panels per day, employ approximately 200 people, and reduce cost
of goods sold to a level that will allow LEEP to compete successfully in the
market. Financial commitments are not in place at this time for the full-scale
plant. LEEP's focus is to use the production capacity of the Pennsylvania plant
to meet the demands of sales to be generated by its sales efforts. LEEP's
STRUCTURAL CORE product is being produced on a daily basis in the Company's
Montoursville, PA plant.

LEEP retained a consulting group to assist with completing and implementing the
design of a full-scale manufacturing plant. The work will result in a set of
drawings, specifications, and equipment vendor list. LEEP will be able to use
the documentation package, permanently, to duplicate LEEP's first full-scale
production facility anywhere in the world.

On January 29th, 2001, the Company announced that it had signed a non-binding
letter of intent with Group 12, LLC for the acquisition of certain assets. As
discussions progressed, and subsequent to the end of the fiscal quarter, it
became clear to both parties that such an acquisition was not in the best
interests of the parties, and the discussions have now shifted emphasis from
acquisition to the formation of a joint venture company to manufacture and
market LEEPCORE to pre-established customers of the Group 12 Companies. As
currently envisioned, Group 12 LLC or it affiliate(s) would contribute
customers, and the Company would contribute LEEPCORE manufacturing technology
and know-how. There can be no assurance that such a joint venture will be
achieved, or that, if achieved, it will be successful, however the Company
believes it to be an extraordinary opportunity for large volume sales and is
pursuing the discussions vigorously. The Company expects to be in a position to
disclose material results of these discussions with Group 12 LLC during the 4th
Quarter of fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES: In recent years LEEP has been almost entirely
dependent on its CEO, Grant Record, arranging credit facilities, making personal
loans, procuring loans from other stockholders, and selling stock to investors
in order to meet the monthly cash needs of LEEP. At this time, other members of
the Board are assisting Mr. Record, and are having serious discussions with
qualified investors for the purpose of providing for LEEP's cash needs through
the next year. LEEP does not have any revenue beyond its first sale in Houston,
does not have orders for its product, and does not have assets that can be
liquidated to cover cash requirements.

LEEP has submitted a loan request for $20,000,000 to a bank for the purpose of
funding the establishment of its first full-scale highly automated manufacturing
plant and working capital to see it through the startup phase. The bank will
require a 60% guarantee from the USDA, Rural Development Business and Industry
Loan Program. LEEP has paid a non-refundable deposit of $12,500 to the bank and
has received a conditional commitment in return from the bank. LEEP has many
conditions to fulfill in order to qualify for the loan. The bank has submitted
the application to the USDA, which presently has the application under

                                       9
<PAGE>

consideration. The USDA is asking for an independent feasibility study from a
qualified independent consultant that LEEP has been unable to obtain to date.
The USDA has offered no assurance that the project could be funded. Of the
conditions yet to be met the most significant includes the requirement that LEEP
provide $5,000,000 cash equity into the project. At this time arrangements have
not been made to supply the needed cash equity or required collateral. LEEP must
acquire property for the plant that appraises at $2,500,000. At the present time
LEEP has paid $30,000 to obtain an option on a building, which when purchased,
will help meet the requirements of the USDA and LEEP. An additional $10,000 is
due to extend the option until May 1, 2001, which has not yet been paid. The
bank has stipulated that the loan cannot close unless the bank locates other
participants for $7,000,000 of the un-guaranteed portion of the loan. LEEP is
seeking other bank participation, but has not received additional commitments.

LEEP acquired manufacturing equipment costing $1,132,000 which was financed with
leases from finance companies in the amount of $1,132,000 over 60 months with
monthly payments of approximately $23,000 to pay for the machines. LEEP also was
able to order 400,000 pounds of steel to be used in the production of panels
with the help of a director. Two company directors have provided a limited
guarantee with recourse, and one of the manufacturers has provided a remarketing
agreement for $872,000. LEEP entered into agreements with one of the company
directors who provided the financial guarantees requiring LEEP to escrow
2,000,000 shares of Rule 144 restricted common stock in the director's name to
be issued to the director in the event of default by LEEP that results in the
director being required to make payments.

Because of its full time staff, rent, lease payments on equipment, and needed
supplies resulting from entering the manufacturing phase of the business, LEEP's
minimum cost of operation is approximately $150,000 per month. With no revenue
from operations, LEEP plans to continue borrowing money and selling stock to
fund its corporate overhead and maintain corporate operations and manufacturing
operations at its Pennsylvania plant, although there can be no assurance that
the Company will be successful in that effort. Current liabilities have more
than doubled in the first nine months of the fiscal year, and financing is not
in place to cover these costs for the foreseeable future.

In the nine months ended January 31, 2001 LEEP increased borrowing by $383,877
sold stock for $654,762. In the quarter ended January 31, 2001 the increased
borrowings were $75,000 from a director of the Company and the increased stock
sales were $454,287, including $293,771 in stock sales to Directors, Director's
family members and affiliates.

RESULTS OF OPERATIONS: There were no sales in the quarter just ended. LEEP is
currently manufacturing LEEPCORE panels for inventory in order to support future
sales. Large increases in operating expenses over the same quarter of last year
are due to the fact that LEEP is operating a manufacturing plant producing
finished goods for inventory that it was not doing last year. For further
analysis, see LEEP's Statement of Cash Flows.

At a special meeting of the Board of Directors on January 9th and 10th, 2001,
Dennis Schrage, a director, was elected Chairman. The then Chairman, Donald
Bazemore, was elected Vice Chairman. Mr. Schrage is a major shareholder of LEEP
and is also President of Brown Marketing Communications, LLP, based in Chicago,
Illinois. The board also decided to relocate the Corporate Offices of the

                                       10
<PAGE>

Company from Seattle, Washington, to Chicago, Illinois. The Company's new
corporate address is 200 South Wacker Drive, Suite 4000, Chicago, Illinois,
60606. The Company is sharing office space with Brown Marketing Communications,
LLP at a favorable rental rate compared to similar office space in Chicago.
Accrued rent will be paid as cash flow permits. The Board also agreed to release
James Medley from his duties of Treasurer, in light of the Board's belief that
Mr. Medley desired to be relieved of those duties. The Board then asked William
Nordstrom, a director, to fulfill the duties of Treasurer and Chief Financial
Officer on an interim basis, for at least 90 days, to which Mr. Nordstrom
agreed.

Part II Other Information
-------------------------

Item I.  Legal Proceedings
-------00-----------------
The company has received notice of default on a $73,000 plus interest note
secured by 35 acres of undeveloped property, which is held in the company's name
in Shoshone, Idaho. The property will be sold at a trustee sale on April 26,
2001 by Twin Falls Title and Escrow Company, Twin Falls, Idaho, in the event the
Company does not satisfy the loan pay off amount by that date. The purchase
price of the land was fully financed by the above note. As of the company's
decision to manufacture elsewhere, the company had planned to sell the property
to pay the note balance during the 120-day cure period provided by the legal
notice. Subsequent to the end of the quarter ended January 31, 2001, the Company
has signed an agreement to sell this property. Closing is expected before the
end of the fiscal year. The sales price is sufficient to pay off the existing
mortgage and interest owed, plus a small profit, which is, as yet, undetermined.

Item 2.  Changes in Securities
------------------------------
There have been no changes in instruments defining the rights of holders of any
class of securities.

On August 1, 27, 30, September 15, 27, 29, 30, October 15, 27, and 30, 3,000
shares (for a total of 30,000 shares) of Rule 144 restricted common stock were
issued to lenders as required by the notes. This note was converted to equity in
the third quarter through the issuance of 250,000 shares of common stock.

On September 29, 2000 130,000 shares of Rule 144 restricted common stock were
issued to a member of the Board for cash.

On November 22, 2000, 300,000 shares of Rule 144 restricted common stock were
issued to the spouse of a member of the Board for cash.

On January 25, 2001, 100,000 shares of Rule 144 restricted common stock were
issued to a member of the Board for cash.

On January 30, 2001, 666,667 shares of Rule 144 restricted common stock were
issued to a member of the Board for cash.

Item 3. Defaults upon Senior Securities
---------------------------------------
None.

                                       11
<PAGE>

Item 4.  Submission of Matters to a Vote of Securities Holders
--------------------------------------------------------------
No matters have been submitted to a vote of securities holders since the Annual
Meeting held in Seattle on April 28, 2000. Business transacted at that meeting
was summarized in LEEP's 10-KSB report filed on August 14, 2000

Item 5. Other Information
-------------------------
None.

Item 6. Exhibits and reports on Form 8-K
----------------------------------------

A report on Form 8-K regarding a change in registrants certifying accountant was
filed on December 27, 2000.

Financial Statements
--------------------
Item 310(b) of Regulation S-B requires that the interim financial statements
included herein be reviewed by an independent public accountant.

The Company is in the process of retaining a new independent public accountant
after the resignation of its prior accountant (see Form 8-K dated December 27,
2000).

The interim financial statements included herein have not, therefore, been
reviewed by an independent public accountant. Upon the appointment of an
independent auditor, expected prior to the end of the fiscal year, the Company
will cause the required review to occur and will, if required, file an amended
report for the three months ended January 31, 2001.

Signatures
----------

Pursuant to the requirements 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.

Leading-Edge Earth Products, Inc.

Date:  March 23, 2001




/s/ GRANT C. RECORD                                  /s/ WILLIAM R NORDSTROM
Grant C. Record                                      William R Nordstrom
CEO and Secretary                                    Treasurer



                                       12