---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM 10-KSB**

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: **December 31, 2003**

OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND  EXCHANGE ACT OF 1934

Commission file number: **000-27409**

**LIBERTY MINT, LTD**.

(Exact name of registrant as specified in its charter)

Nevada                                                                                         84-1409219

(State of incorporation)                                                          (I.R.S. Employer Identification No.)

378 North, Suite 124;       Layton, Utah           84061

(Address of principal executive offices)           (Zip code)

Issuer's telephone number, including area code: (801) 497-9075

105 S. State Street, #123; Orem, Utah   84058   (801) 836-9262

(Former address)                                    (Former telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

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

---

Check whether the issuer (1) 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 such filing requirements for
the past 90 days.  Yes [X] No [ ]

Check if disclosure of delinquent filers in response to item 405 of Regulation S-B is not contained
herein, and will not 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 [ ]

State issuer's revenue for its most recent fiscal year: $0

As of April 7, 2004, the registrant had 610,533 post-split shares of common stock outstanding.  The
aggregate market value of the shares of voting stock held by non-affiliates as of that date was
approximately $48,574.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format: Yes [ ]  No [X]

---



FORWARD LOOKING STATEMENTS

This annual report contains certain forward-looking statements and for this purpose any
statements contained in this annual report that are not statements of historical fact may be deemed
to be forward-looking statements. Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature involve substantial risks
and uncertainties, and actual results may differ materially depending on a variety of factors, many
of which are not within Liberty Mint's control.  These factors include but are not limited to economic
conditions generally and in the markets in which Liberty Mint may participate; competition within
Liberty Mint's chosen industry, including competition from much larger competitors; technological
advances of competitors and failure by Liberty Mint to successfully develop business relationships.

---

**PART I**

**ITEM 1: BUSINESS**

Historical Development

Liberty Mint, Ltd., ("the Company"), was originally incorporated in the state of Colorado on
March 15,1990 as St. Joseph Corp. VI.  In July 1993, the Company changed its name to Petrosavers
International, Inc., in September 1996 it changed its name to Hana Acquisitions Inc. and on June 9,
1997, the Company changed its name to Liberty Mint, Ltd.

In June of 1997, the Company acquired a 90% majority interest in Liberty Mint, Inc., ("LMI")
a Utah corporation. Before the acquisition of LMI, the Company had not engaged in any material
operations.  Then in 1998 the Company formed a wholly owned subsidiary, Liberty Mint Marketing,
Inc., a Utah corporation, which became SCCS, Inc. ("SCCS") in 2001.   In 1999 the Company
formed another wholly owned subsidiary, The Great Western Mint, Inc., ("GWM") a Utah
corporation.

On October 8, 1999, the Company filed articles of merger with the state of Colorado and
Nevada, effecting a change of domicile of the Company to the state of Nevada.  On September 23,
1999, the Company sold its 90% interest in LMI.  On December 31, 2001, the Company sold  SCCS
and  GWM.

Business Activity

---

During 2001 the Company operated through its two subsidiaries.  GWM  provided custom
minting services for corporations, associations, government agencies, and other organizations that
desired to produce a custom coin or commemorative.  It also marketed proprietary coin related
products and sculpture.  SCCS created and marketed licensed entertainment and sports related
collectibles.

During the 2001 year, the Company determined that by pursuing its plan of operations for
the subsidiaries, it would not likely generate any profits. As a result, management decided it would
be in the Company's best interest to divest itself of its subsidiaries.  Accordingly, the Company sold
GWM to its former Chief Financial Officer for $5,000.  The Company sold SCCS, Inc. to SF
Investments, LLC, an entity controlled by a former director and officer of the Company in exchange
for $25 and assuming all of the liabilities of SCCS, Inc.

Since 2002, the Company has been exploring potential business opportunities to acquire or
merge with.  Until a suitable acquisition candidate can be found, the Company intends to comply
with all SEC reporting requirements in order to maintain its status as a public company.

The board of directors feel that the Company does not meet the criteria of a development
stage company (as defined in SFAS 7 "*Accounting and Reporting by Development Stage
Enterprises*") primarily because it is not currently producing or marketing a product or service.
However, the Company is currently seeking a business opportunity to merge with or acquire, but to
date has not located any such business opportunities.



In seeking a business opportunity to merge with or acquire, management is reviewing various
business plans. Management has not limited their review of plans or exploration of acquisitions to
any particular industry or service sector. Though there appears to be a large number of companies
seeking to merge with an existing public company, management has not yet identified a business to
complete such a transaction with and the Company has not entered into any binding agreements for
an acquisition or merger. There is no assurance that the Company will be successful in finding any
business opportunity to merge with or acquire.



In November 2003, the former officers and directors, Daniel Southwick and Ben Hoskins
resigned and appointed James Anderson to serve as sole officer and director of the Company.

Employees

The Company currently has no employees.  It does not anticipate a need to engage any
full-time employees so long as it is seeking and evaluating merger candidates.

**ITEM 2:  DESCRIPTION OF PROPERTY**



The Company currently maintains its corporate presence from the office of the Company's
legal counsel and pays no rent or expenses.



---



**ITEM 3:  LEGAL PROCEEDINGS**

In April 2000, suit was filed in the Superior Court of California, County of Orange naming
Liberty Mint, Ltd. aka Liberty Mint Marketing, Inc., successor to Liberty Mint, Inc. as defendant
among other parties.  The complaint was brought by Thomas P. Crawford as plaintiff.     In March
2003, the Company successfully entered into a settlement agreement with Mr. Crawford wherein the
obligations and the corresponding judgment were released in exchange for restricted common shares
of the Company.

**ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

During February 2003, shareholders consented to a 50:1 reverse split of the Company's
common stock.

Subsequent to year end, the shareholders consented to a change in the name of the Company,
to be determined at a later date, and a reverse split of 20 to 1 of the Company's common stock.  The
fractional shares were rounded up to the nearest full share, no certificate below 100 shares was
reversed and no certificate greater than 100 shares was reversed below 100 shares.  The reverse has
been retroactively restated and is reflected in the financial statements.

---

**PART II**

**ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS**

Market Information

During February 2003, a 50:1 reverse split of the Company's common stock was completed
and the symbol changed to LBRM.  Subsequent to year end a 20:1 reverse split was effected, the
symbol changed to LBML.  All shares have been retroactively restated to reflect the most recent
stock split.  The Company presently trades under that symbol on the OTC BB.

The following table represents the range of the high and low bid prices of the Company's
stock, adjusted to reflect the two reverses in February 2003 and February 2004, as reported by the
OTC Bulletin Board Historical Data Service.  These quotations represent prices between dealers and
may not include retail markups, markdowns, or commissions and may not necessarily represent
actual transactions. The Company cannot ensure that an active public market will develop in its
common stock or that a shareholder may be able to liquidate his investment without considerable
delay, if at all.

---



|Year | Quarter Ended                                | High                    | Low                    
|---- | -------------------------------------------- | ----------------------- | -----------------------
|2002 | March 31

June 30

September 30

December 31 | $1.25

0.85

1.00

1.00 | $8.00

0.35

0.50

0.25
|2003 | March 31

June 30

September 30

December 31 | .06

.09

.06

.38      | .02

.08

.06

.10     

The Company shares are subject to section 15(g) and rule 15g-9 of the Securities and
Exchange Act, commonly referred to as the "penny stock" rule.  The rule defines penny stock to be
any equity security that has a market price less than $5.00 per share, subject to certain exceptions.
The rule provides that any equity security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting specified criteria set by the SEC;
authorized for quotation from the NASDAQ stock market; issued by a registered investment
company; excluded from the definition on the basis of price at least $5.00 per share or the issuer's
net tangible assets.  If the Company's shares are deemed to be a penny stock, trading in the shares
will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors. Accredited investors, in general,
include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with their spouse, and certain institutional investors.

For transactions covered by these rules, broker-dealers must make a special suitability
determination for the purchase of such security and must have received the purchaser's written
consent to the transaction prior to the purchase.  Additionally, for any transaction involving a penny
stock, other rules apply.  Consequently, these rules may restrict the ability of broker-dealers to trade
or maintain a market in our common stock and may affect the ability of shareholders to sell their
shares.

As of April 7, 2004, the Company had approximately 310 shareholders of record.  At
December 31, 2002, the Company had outstanding options to purchase a total of 56,183 shares of
our common stock at prices ranging from $2.75 to $300.00 per share. The Company has10,000,000
shares of preferred stock authorized and in February 2003 the Board of Directors designated Series
A and Series B preferred shares.

During the preceding two fiscal years the Company has not paid any dividends on its
common stock, and the Company does not  anticipate  that it will pay dividends in the  foreseeable
future.  The future payment of dividends,  if any, on the common stock is within the  discretion  of
the Board of  Directors  and will  depend  on the  Company's earnings,  its capital requirements,  and
financial condition and other relevant factors.

Individual Compensation Arrangements

On September 13, 2001 the Company issued options to purchase 40,000 post-split common
shares, at a post-split  exercise price of $2.75 per share, to an unaffiliated third party in consideration
for marketing consulting services valued at $99,992.  The options vested immediately and have a
three year term, expiring in September 2004.  Due to the Company's inability to implement the
marketing plan and receive the benefits of the marketing plan, management believes the agreement
is void.  Management is presently negotiating a release from the option agreement. However, if
release is not obtained, the options will expire September 2004.

Recent Sales of Unregistered Securities

---

The following discussion describes all securities sold by the Company within the year
without registration.  The following share issuances were granted pursuant to an exemption under
Section 4(2).  No public offering was made and no commissions were paid on the transactions.

In January 2003, the Company issued an aggregate of 199 common shares (post-split) in
settlement of accounts payable totaling $16,046.

In February 2003, the Company issued 2,781 common shares (post-split), to the Company's
former president and an entity controlled by the Company former president in a total amount of
$47,675 for monies advanced to the company and deferred salaries.

During February 2003, 935 shares (post-split) of the Company's common stock was issued
to reduce the debt of the contingent stock guarantee of $98,000 to a balance owing of $88,658.
During November 2003, this debt was assigned to an unrelated third party.

During February 2003, 1,868 common shares (post-split) were issued in exchange for
reducing the outstanding accrued interest by $18,685 on the $100,000 note payable.

In February 2003 the Company issued 1,056 common shares (post-split) to American
Investment Properties, Inc. for the release of a $113,161 payable and a $40,550 lien against a
sculpture.

In March 2003, the Company issued 332 common shares (post-split) to Thomas P. Crawford
for settlement of a judgment valued at $33,000.

During November 2003, 1,500 common shares (post-split) were issued at par value for
settlement of debt and 1,500 common (post-split) for services rendered.  500,000 common shares
(post-split) were issued for $10,000 in equity and $96,500 in debt assumption.  And 50,000 shares
of common stock (post-split), valued at $10,000, were issued to the Company's new president for
accepting the positions of officer and director.



As a result of the debt settlements, a reverse split and new issuances of common stock the
Company's outstanding shares of common stock was decreased from 856,670 at the beginning of
2003 to 610,533 at December 31, 2003.  There have been no issuances of preferred stock during
2003 and the outstanding is still zero.

---



**ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS**

Results of Operations

The following discussions should be read in conjunction with the  financial statements
included with this report and comparisons are presented for the years ended December 31, 2003 and
2002.

The Company reported a net loss of $31,983 for the year ended December 31, 2003,
compared to a net loss of $173,393 for the previous year.  The income reported in 2003 is due in
large to gains on settlement of debts. The Company does not expect to incur additional substantial
losses in 2004, except for expenses relating to the SEC public filing requirements.



The Company's cash was $0  as of December 31, 2003, compared to $20 as of December
31, 2002.

Liquidity and Capital Resources

The Company's ability to fund future operations is dependent on the Company's identifying
a suitable acquisition candidate,  receive proceeds from shareholders loans or the sale of its common
stock.  Without the foregoing, the Company will be unable to continue as a going concern.

Commitments and Contingent Liabilities

The Company has no material commitments for capital expenditures for the next twelve
months.  Its former subsidiaries may have existing liabilities, but management believes that the
Company is not liable for them.  There is a possibility that creditors and others may seek relief from
the Company's former subsidiaries and potentially the Company may be included in the claims due
to the parent-subsidiary relationship that formerly existed.  Management is not aware of any of
claims or suits in which the Company is named as a debtor, and management believes that the
Company  would be successful in defending against any claim.

In July 2002 a credit line at Zions Bank came due. In August 2002, American Investment
Properties, Inc., a controlling shareholder at the time, paid off this line of credit at Zions Bank in the
amount of $600,306.  In exchange for paying off this loan, American Investment Properties, Inc. took
possession of the inventory valued at $487,145 that this line of credit purchased. The difference of
the amount that was paid off on the line of credit and the stated cost of inventory was reflected as
an account payable on the Company's balance sheet.  In October 2002, American Investment
Properties, Inc. agreed to auction the inventory.  It was agreed that the Company would cover the
related auction expenses.  The inventory did not sell and auction house placed a lien in the amount
of $40,550 for those expenses.  In February 2003, 1,056 common shares (post-split) were issued to
American Investment Properties for release of the $113,161 payable and the $40,550 auction house
lien.

In May 1999 the Company was named in a lawsuit alleging various causes of action related
to liabilities of Liberty Mint, Inc., its former subsidiary.  In  January of 2001 management settled the
suit, however, the Company   defaulted on the settlement.  In March 2003, this obligation was settled
with the issuance of 332 shares of common stock (post-split).



In October of 1998, the Company issued 1,200 shares of common stock   for advertising
services valued at $60,000.  The Company guaranteed that the shares would be able to be sold one
year later for at least $1.00 per share.  The Company issued 800 shares in 1999.  In 2000 the
Company issued an additional 2,000 shares as partial settlement of the guarantee.  At December 31,
2003 the Company has recorded $88,658 in accrued expense related to this guarantee.

Financing

If the Company fails to raise the necessary funds through private placements, it anticipates
that debt financing from related or third parties will be necessary.  The Company has not investigated
the availability, source and terms for external financing at this time and it cannot assure that funds
will be available from any source, or, if available, that the Company will be able to obtain the funds
on agreeable terms.  Also, the acquisition of funding through the issuance of debt could result in a
substantial portion of any future cash flows from operations being dedicated to the payment of
principal and interest on the indebtedness, and could render the Company more vulnerable to
competitive and economic downturns.

---





**ITEM 7: FINANCIAL STATEMENTS**

****(a)(1)	The following financial statements of the Company and its subsidiaries have been filed as
part of this report.

Independent Auditors' Report

Balance Sheets as of December 31, 2003 and 2002.

Statements of Operations for the years ended December 31, 2003 and December 31,
2002.

Statements of Stockholders' Equity for the period from January 1, 2001 to December 31,
2003.

Statements of Cash Flows for the years ended December 31, 2003 and December 31,
2002.

Notes to Financial Statements.

(2)	Schedules are omitted because of the absence of conditions under which they are required
or because the required information is given in the financial statements or notes thereto.

---

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of

Liberty Mint, Ltd.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Liberty Mint, Ltd., as of
December 31, 2003 and the related consolidated statements of operations, stockholders' equity and
cash flows for the years then ended.  The consolidated financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.  The financial statements of Liberty Mint, Ltd., for the year
ended December 31, 2002, were audited by other auditors whose report dated April 9, 2003
expressed an unqualified opinion.

We conducted our audits in accordance with auditing standards generally accepted in the United
States of America.  Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Liberty Mint, Ltd., as of December 31, 2003 and the consolidated
results of its operations and cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Liberty Mint,
Ltd., will continue as a going concern.  As discussed in Note 3, the Company's operating loss and
lack of working capital raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 3.  The consolidated
financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

Chisholm, Bierwolf & Nilson, LLC

Bountiful, Utah

May 17, 2004







|**Assets**                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                 
|Current Assets                                                                                                                                   
|Cash                                                                                                                                             
|Total Current Assets                                                                                                                             
|**Liabilities and Stockholders' Equity (Deficit)**                                                                                               
|Current Liabilities                                                                                                                              
|Accounts Payable                                                                                                                                 
|Accounts Payable - Related Party                                                                                                                 
|Accrued Interest - Related Party                                                                                                                 
|Accrued Interest on Notes Payable                                                                                                                
|Convertible Note Payable                                                                                                                         
|Liabilities of Discontinued Operations                                                                                                           
|Contingent Stock Guarantee                                                                                                                       
|Total Current Liabilities                                                                                                                        
|Stockholders' Equity (Deficit)                                                                                                                   
|Preferred Stock, 10,000,000 Shares Authorized, No Par
Value, No Shares Issued and Outstanding                                                    
|Common Stock 50,000,000 Shares Authorized at $.001
Par Value; 610,533 and 857 Shares Issued and
Outstanding, Respectively, Retroactively Restated
|Capital in Excess of Par Value                                                                                                                   
|Retained Earnings (Deficit)                                                                                                                      
|Total Stockholders' Equity (Deficit)                                                                                                             
|Total Liabilities & Stockholders' Equity (Deficit)                                                                                               

---

LIBERTY MINT, LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

|                                               | December 31,


2003 | December 31,

2002
|---------------------------------------------- | ------------------- | ------------------
|Revenue                                        | $-                  | $	83,949          
|Expenses                                       |                     |                   
|Cost of Goods Sold                             | -                   | 76,766            
|General & Administrative                       | 56,962              | 272,719           
|Total Operating Expenses                       | 56,962              | 349,485           
|Net (Loss) from Operations                     | (56,962)            | (265,536)         
|Other Income (Expenses)                        |                     |                   
|Interest (Expense)                             | (21,081)            | (150,788)         
|Other Income                                   | 230                 | -                 
|Loss on disposal of equipment                  | -                   | (1,417)           
|Total Other Income (Expenses)                  | (20,851)            | (152,205)         
|Net Income (Loss) - Before Taxes               | (77,813)            | (417,741)         
|Taxes                                          | -                   | -                 
|Loss from Continuing Operations                | (77,813)            | (417,741)         
|Discontinued Operations:                       |                     |                   
|Gain on settlement of contingent liabilities   | 45,830              | 244,348           
|Net income (loss) from discontinued operations | 45,830              | 244,348           
|Net Income (Loss)                              | $	(31,983)          | $	(173,393)       
|Loss per Common Share Continuing Operations    | $	(.81)             | $	(.49)           
|Forgiveness of Debt                            | .48                 | .29               
|Net loss per common share                      | $	(.33)             | $	(.20)           
|                                               |                     |                   

---

LIBERTY MINT, LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM DECEMBER 31, 2001 THROUGH DECEMBER 31, 2003

|                                                                                              | Preferred Stock | Common Stock | Capital In


Excess of


Par Value | Stock
Subscription
Receivable | Retained
Earnings
(Deficit)
|--------------------------------------------------------------------------------------------- | --------------- | ------------ | ---------------------------------- | ----------------------------- | ---------------------------
|Shares                                                                                        | Amount          | Shares       | Amount                            
|Balance, December 31, 2001                                                                    | -               | -            | 42,814                             | 43                            | 6,257,743                  
|Capital Contributions                                                                         | -               | -            | -                                  | -                             | 337,472                    
|December 2002, stock issued for
debt relief at approx. $55.75 per
share                       | -               | -            | 20                                 | -                             | 1,115                      
|Net loss for the year ended

December 31, 2002                                                | -               | -            | -                                  | -                             | -                          
|Balance December 31, 2002                                                                     | -               | -            | 42,834                             | 43                            | 6,596,330                  
|January 2003, stock issued for
settlement of debt at $81.04 per share                         | -               | -            | 198                                | -                             | 16,046                     
|February 2003, stock issued for
settlement of debt at $107.16 per
share                       | -               | -            | 1,056                              | 1                             | 113,161                    
|February 2003, stock issued for
settlement of debt for $99.40 per
share                       | -               | -            | 332                                | -                             | 33,000                     
|February  2003, stock issued to be
held in escrow for settlement of
debts at $13.67 per share | -               | -            | 5,580                              | 6                             | 76,246                     
|November 2003, stock issued for
services rendered at $32.58 per share                         | -               | -            | 1,000                              | 1                             | 32,584                     
|November 2003, stock issued for
relief of debt at $.51 per share                              | -               | -            | 2,000                              | 2                             | 1,028                      
|November 2003, stock issued for
cash at $0.02 per share                                       | -               | -            | 500,000                            | 500                           | 9,500                      
|November 2003, stock issued for
services at $0.02 per share                                   | -               | -            | 50,000                             | 50                            | 950                        
|Rounding due to 50:1 Reverse                                                                  | -               | -            | 7,533                              | 8                             | -                          
|Capital Contributions                                                                         | -               | -            | -                                  | -                             | 49,683                     
|Warrant Expense                                                                               | -               | -            | -                                  | -                             | 15,183                     
|Net Loss for year ended

December 31, 2003                                                    | -               | -            | -                                  | -                             | -                          
|Balance, December 31, 2002                                                                    | -               | $-           | 610,533                            | $	611                         | $	6,943,711                

LIBERTY MINT, LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

|                                                                            | December 31,


2003 | December 31,


2002
|--------------------------------------------------------------------------- | ------------------- | -------------------
|Cash Flows from Operating Activities                                        |                     |                    
|Net Income (Loss)                                                           | $	(31,983)          | $ 	(173,393)       
|Less: Loss (Gain) from Discontinued Operations                              | (45,830)            | -                  
|Adjustments to reconcile net loss to net cash used by operating activities: |                     |                    
|Depreciation and amortization                                               | -                   | 147                
|Gain on forgiveness of debt                                                 | -                   | (244,348)          
|Stock issued for relief of the accounts payable                             | 32,585              | -                  
|Non-cash expenses                                                           | 2,030               | 2,553              
|Loss on disposal of equipment                                               | -                   | 1,471              
|Changes in assets and liabilities:                                          |                     |                    
|(Increase) decrease in accounts receivable                                  | -                   | 7,500              
|(Increase) decrease in inventory                                            | -                   | 8,000              
|(Increase) decrease in other assets                                         | -                   | 3,100              
|(Decrease) increase in accounts payable                                     | (6,312)             | 108,182            
|Increase in accrued liabilities                                             | (37,688)            | 121,848            
|(Decrease) in liabilities of discontinued operations                        | -                   | (50,000)           
|Net cash (Used) by Operating Activities                                     | (87,198)            | (214,994)          
|Cash Flows from Investing Activities:                                       |                     |                    
|Purchases of property and equipment                                         | -                   | (5,941)            
|Net Cash Provided (Used) by Investing Activities                            | -                   | (5,941)            

LIBERTY MINT, LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

|                                                 | December 31,


2003 | December 31,


2002
|------------------------------------------------ | ------------------- | -------------------
|Cash Flows From Financing Activities:            |                     |                    
|Cash from Stock Sales                            | 10,000              | -                  
|Proceeds from notes payable - related party      | -                   | 145,000            
|Payments on notes payable - related party        | (19,342)            | (10,000)           
|Proceeds from notes payable                      | 96,500              | -                  
|Advances on line of credit                       | -                   | 85,376             
|Net Cash Provided by Financing Activities        | 87,158              | 220,376            
|Increase (Decrease) in Cash and Cash Equivalents | (20)                | (559)              
|Cash and Cash Equivalents at Beginning of Period | 20                  | 579                
|Cash and Cash Equivalents at End of Period       | $-                  | $	20               
|                                                 |                     |                    
|Supplemental Disclosure or cash flow information |                     |                    
|Cash paid during the period for:                 |                     |                    
|Interest                                         | $-                  | $	14,721           
|Income taxes                                     | $-                  | $-                 

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

An entity controlled by a director and officer of the company paid a $600,306 line of credit in accordance with their
guarantee of the line and foreclosed on the sculpture with a carrying value of $487,145.  The balance of $113,161
was recorded as a payable to the related entity. In July 2002 a credit line at Zions Bank came due. In August
2002, American Investment Properties, Inc., a controlling shareholder at the time, paid off this line of
credit at Zions Bank in the amount of $600,306.  In exchange for paying off this loan, American
Investment Properties, Inc. took possession of the inventory valued at $487,145 that this line of credit
purchased. The difference of the amount that was paid off on the line of credit and the stated cost of
inventory was reflected as an account payable on the Company's balance sheet.  In October 2002,
American Investment Properties, Inc. agreed to auction the inventory.  It was agreed that the Company
would cover the related auction expenses.  The inventory did not sell and auction house placed a lien in the
amount of $40,550 for those expenses.  In February 2003, 1,056 shares (post-split) of the Company's
common stock were issued to American Investment Properties for release of the $113,161 payable and the
$40,550 auction house lien.





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Basis of Presentation - The financial statements are that of Liberty Mint, Ltd. (a
Nevada Corporation incorporated as of October 8, 1999 to change the state of domicile from
Colorado). The Company was formerly known as Hana Acquisitions, Inc., a Colorado Corporation
incorporated on March 13, 1990.  The Company is also currently seeking business opportunities or
potential business acquisitions.

Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased
with a maturity of three months or less to be cash equivalents.

Inventory - The Company carries inventory at lower of cost or market.

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."  This statement requires an asset
and liability approach for accounting for income taxes [See Note 7].

Loss Per Share - The Company calculates loss per share in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share," which requires the Company to present basic
loss per share and dilutive loss per share when the effect is dilutive.  The computation of loss per
share is based on the weighted average number of shares outstanding during the period presented
[See Note 6].

Stock Based Compensation - The Company accounts for its stock based compensation in accordance
with Statement of Financial Accounting Standard 123 "Accounting for Stock-Based Compensation".
This statement establishes an accounting method based on the fair value of equity instruments
awarded to employees as compensation.  However, companies are permitted to continue applying
previous accounting standards in the determination of net income with disclosure in the notes to the
financial statements of the differences between previous accounting measurements and those
formulated by the new accounting standard.  The Company has adopted the disclosure only
provisions of SFAS No. 123 and, accordingly, the Company has elected to determine net income
using previous accounting standards.

Restatement - The accompanying financial statements have been restated to reflect the effect of a 50
for 1 reverse stock split on effective February 13, 2003.  Furthermore, the financial statements have
been retroactively restated to reflect a 20:1 reverse stock split that occurred subsequent to the 2003
year end.

LIBERTY MINT, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

Accounting Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires management to make
estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial statements, and the reported amounts
of revenue  and expenses during the reporting period.  Actual results could differ from those
estimated by management.

Recently Enacted Accounting Standards - Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS
No. 143, "Accounting for Asset Retirement Obligations", SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities", SFAS No. 147,
"Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9", and SFAS No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure - an Amendment of FASB Statement No. 123", were recently issued.
SFAS No. 141,142, 143, 144, 145, 146, 147 and 148 have no current applicability to the Company
or their effect on the financial statements would not have been significant.

NOTE 2 - DISCONTINUED OPERATIONS

Liberty Mint, Inc. - During September 1999, the Company sold all of its shares in Liberty Mint, Inc.
a 90% owned subsidiary for $25.  The Company has recorded net liabilities of discontinued
operations of $68,000 at December 31, 2002 for subsidiary liabilities that the Company estimates
it may be responsible to pay.

SCCS, Inc. (formerly Liberty Mint Marketing, Inc.) - On July 2, 1998, the Company organized a
wholly owned subsidiary, Liberty Mint Marketing, Inc. ["LMM"], in the state of Utah.  The
Company engaged in licensing and marketing of entertainment related collectibles.  In 2001, LMM
changed its name to SCCS, Inc. ("SCCS").  On December 31, 2001, the Company entered into an
agreement to sell its subsidiary, SCCS to an entity controlled by an officer of the Company for $25.
All revenues and expenses associated with this business have been netted and reclassified as
discontinued operations on the statement of operations for all periods presented.

The Great Western Mint, Inc. - On September 20, 1999, the Company organized a  wholly owned
subsidiary, The Great Western Mint, Inc. ["GWM"], in the state of Utah. The Company engaged in
creating custom minted collectibles.  On December 31, 2001, the Company sold GWM to an officer
of GWM for $5,000 cash.  All revenues and expenses associated with this business have been netted
and reclassified as discontinued operations on the statement of operations for all periods presented.

LIBERTY MINT, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America, which contemplate continuation of the
Company as a going concern.  However, the Company has incurred losses since its inception, has
current liabilities in excess of current assets and has no current on-going operations.  These factors
raise substantial doubt about the ability of the Company to continue as a going concern.  In this
regard, management is seeking potential business mergers and or business opportunities and is
proposing to raise any necessary additional funds not provided by operations through loans or
through additional sales of its common stock.  There is no assurance that the Company will be
successful in raising additional capital or achieving profitable operations.  The financial statements
do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 4 - LINE OF CREDIT

In July 2002 a credit line at Zions Bank came due. In August 2002, American Investment Properties,
Inc., a controlling shareholder at the time, paid off this line of credit at Zions Bank in the amount of
$600,306.  In exchange for paying off this loan, American Investment Properties, Inc. took
possession of the inventory valued at $487,145 that this line of credit purchased. The difference of
the amount that was paid off on the line of credit and the stated cost of inventory was reflected as
an account payable on the Company's balance sheet.  In October 2002, American Investment
Properties, Inc. agreed to auction the inventory.  It was agreed that the Company would cover the
related auction expenses.  The inventory did not sell and the auction house placed a lien in the
amount of $40,550 for those expenses.  In February 2003, 1,056 common shares (post-split) were
issued to American Investment Properties for release of the $113,161 payable and the $40,550
auction house lien.

NOTE 5 - ACCRUED LIABILITIES

The following is a summary of accrued liabilities as of:

|                               | December 31, 2003 | December 31, 2002
|------------------------------ | ----------------- | -----------------
|Accrued interest -             | $	82,312          | $	120,000        
|Contingency on stock guarantee | 88,658            | 98,000           
|                               | $	170,970         | $	218,000        

LIBERTY MINT, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

The following data show the amounts used in computing loss per share for the period:

|                                                                                                          | For the Year Ended December 31,
|--------------------------------------------------------------------------------------------------------- | -------------------------------
|2003                                                                                                      | 2002                           
|Loss from continuing operations (numerator)                                                               | $	(77,813)                     
|Forgiveness of debt on a previously discontinued
entity                                                   | 45,830                         
|Loss available to common shareholders (numerator)                                                         | (31,983)                       
|Weighted average number of common shares
outstanding used in loss per share for this period
(denominator) | 96,367                         

At December 31, 2002, the Company had options outstanding to purchase 56,183 shares of common
stock at prices ranging from $2.75 to $300 per share that were not included in the computation of
diluted loss per share because their effect was anti-dilutive.  During the year ended 2003, all options
expired.

During 2003,  the Company issued 10,941 shares of common stock (post-split)  in settlement of
approximately $281,009 in liabilities of the Company.  Dilutive loss per share was not presented,
as the Company had no common stock equivalent shares for all periods presented that would affect
the computation of diluted loss per share.

NOTE 7 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes".  SFAS No. 109 requires the Company to provide
a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary
reporting differences between book and tax accounting and any available operating loss or tax credit
carryforwards.  The Company has available at December 31, 2002 an operating loss carryforwards
of approximately $7,300,000 that may be applied against future taxable income and which expire
in various years through 2022.  The amount of and ultimate realization of the benefits from the
deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the
future earnings of the Company, and other future events, the effects of which cannot be  determined.
Because of the uncertainty surrounding the realization of the deferred tax assets, the Company has
established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has
been recognized.  The net deferred tax assets are approximately $2,482,000 and $2,380,000 as of
December 31, 2003 and 2002, respectively, with an offsetting valuation allowance of the same
amount.  The change in the valuation allowance for the year ended December 31, 2003 is
approximately $102,000.

LIBERTY MINT, LTD.

NOTES TO FINANCIAL STATEMENTS

NOTE 8 - CAPITAL STOCK

Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $.001 par value
with such rights, preferences and designations and to be issued in such series as determined by the
Board of Directors.  During 2003, the Company designated Series A and Series B preferred shares.
At December 31, 2003, no preferred shares were issued or outstanding.

Common Stock - The Company has authorized 50,000,000 shares of common stock, $.001 par value.

Stock Split   On February 13, 2003, the Company effected a 50 for 1 reverse stock split.  Subsequent
to year end, the Company effected a 20 for 1 reverse split of the Company's common stock.  The
accompanying financial statements have been retroactively restated to reflect the split.

Accounts Payable Settled through Stock Issuances - During January 2003, the Company issued 199
shares (post-split) of its previously authorized but unissued common stock in settlement of accounts
payable totaling $16,046.

Liabilities of Discontinued Operations Settled through Stock Issuance - During February 2003, the
Company issued 332 shares (post-split) of its previously authorized but unissued common stock for
relief of debts totaling $33,000, or approximately $99.40 per share.

Liabilities of Unsuccessful Sculpture Sale Settled through Stock Issuance  - During February 2003,
the Company issued 1,056 shares (post-split) of common stock to the related entity having
possession of the sculpture for the release of the $113,161 payable and to allow the $40,550 lien
against the sculpture to be paid with any proceeds from the eventual sale of the sculpture [See Note
4].

Designation and Issuance of Series B Convertible Preferred Stock - During February, 2003, the
Company designated  813,333 Series A convertible preferred shares and 200,000 Series B
convertible preferred shares.  These preferred shares are non-redeemable, are convertible into
common stock of the Company at the option of the holder (after October 1, 2004 for Series A
Preferred) (at any time for Series B Preferred) at a rate of 300 common for each preferred with such
rate being adjustable for reclassification, exchange, substitution, reorganization, merger,
consolidation or sale of assets, are entitled to dividends at the same time and on parity with holders
of common stock as if on the record date the preferred shares had be converted into common at the
conversion rate and have voting rights as if the preferred shares had converted into common at the
conversion rate.  The Company has further agreed to reserve the necessary common shares for
issuance upon conversion of the preferred shares. During February 2003, the Company entered into
an agreement with shareholder and note holder to issue 200,000 Series B Preferred convertible
preferred shares in exchange for the return and cancellation of 165,333 common shares and a
$25,000 note payable.  However, the transaction was not completed, the Preferred Series A and
Series B shares were never issued and the $25,000 note remains on the books.  As of December 31,
2003, there are no outstanding Preferred Series A or Series B shares.





NOTE 8 - CAPITAL STOCK [Continued]

Shares Held in Escrow - In March 2003, The Company has issued 5,580 (post-split) shares of
common stock to director and officer to hold in escrow for the settlement of certain outstanding
liabilities of the Company.  2,778 (post-split) of these shares of common stock, went to the
Company's former president and an entity controlled by the Company former president for monied
advance and deferred salaries in the total amount of $47,675.  934 (post-split) shares went  to reduce
the debt of the contingent stock guarantee of $98,000 to a balance owing of $88,658.  During
November 2003, this debt has been assigned to an unrelated third party.  1,868 (post-split) went to
reduce the $18,685 of accrued interest on the $100,000 note payable.



Stock Options - During September 2001, the Company issued options to purchase 40,000 shares of common
stock at $2.75 per share for consulting services valued at $99,992.  The options vested immediately.  As of
December 31, 2003, these options have expired.

The Company accounts for stock options in accordance with APB No. 25 and has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation."

A summary of the status of the options granted under the Company's stock option plans and other agreements
at December 31, 2003 and 2002, and changes during the years then ended is presented below:

|                                                               | December 31, 2003 | December 31, 2002
|-------------------------------------------------------------- | ----------------- | -----------------
|                                                               | Weighted Average  | Weighted Average 
|                                                               | Shares            | Exercise Price   
|Outstanding at beginning of period                             | 56,183            | 88.50            
|Granted                                                        | -                 | -                
|Exercised                                                      | -                 | -                
|Forfeited                                                      | -                 | -                
|Expired                                                        | (56,183)          | $	88.50          
|Outstanding at end of Period                                   | -                 | $-               
|Weighted average fair value of
options granted during the year | -                 | $-               





NOTE 8 - CAPITAL STOCK [Continued]

A summary of the status of the options outstanding at December 31, 2002 is presented below:

|Options Outstanding          | Options Exercisable                      
|---------------------------- | -----------------------------------------
|Range of


Exercise


Prices | Weighted


Average


Number


Outstanding
|$	2.75                       | 40,000                                   
|300.00                       | 16,183                                   

Warrants - During the year ended December 31, 2002, warrants to purchase 59,133 shares of
common stock expired with no warrants exercised.  At December 31, 2003, the Company has no
warrants outstanding.

NOTE 9 - RELATED PARTY TRANSACTIONS

Notes Payable - The Company received proceeds of $100,000 and $25,000 from a shareholder of the
Company.  The $100,000 note is due upon demand and has a verbal guarantee for interest payment
of $100,000. At December 31, 2003, the Company owed $100,000 in principle and $81,315 in
accrued interest related to this note.  Subsequent to year end, both notes were assigned to an
unrelated third party.

During 2002, the Company received proceeds of $20,000 from a relative of an  officer/director.  The
advance was due upon demand and had a verbal guarantee for interest payment of $20,000.  The
Company had repaid $10,000 leaving a balance of $10,000 at December 31, 2002.  The balance of
$10,000 and the interest of $20,000 were settled in November 2003 for $10,000 cash and 500 (post-split) shares of the Company's common stock.

Accounts Payable - related party - At December 31, 2002, the Company owed the Company's
president and an entity controlled by the Company president a total of $47,675 for amounts advanced
to the company and deferred salaries.  During the first fiscal quarter of 2003, 2,781 shares (post-split)
of the Company's common stock was issued to settle this debt entirely.

During 2001, an entity controlled by a director/shareholder of the Company put up a $700,000 letter
of credit to guarantee the Company's $700,000 line of credit. During August 2002, the Company's
line of credit with a balance of $600,306 was called due and payable by the lender.  Since the
Company was unable to pay the balance, the related entity paid the line of credit and took possession
of the Company's Mickey Mouse sculpture with a carrying value of $487,145. The balance of
$113,161 was recorded as a payable to the related entity. [See Note 4].   During February 2003, this
outstanding debt was settled for 1,056 shares (post-split) of the Company's common stock.





NOTE 10 - COMMITMENTS AND CONTINGENCIES

Litigation - In May 1999, the Company was named in a lawsuit alleging various causes of action
related to liabilities of Liberty Mint, Inc.  During January 2001, the Company settled the suit for a
total of $33,000 to be paid in six $1,000 monthly payments, six $2,000 payments and five $3,000
payments.  In addition, the settlement calls for the return of certain coin dies and ingot dies and the
issuance of 5,000 shares of the Company's Class A common stock. These amounts have been
accrued as part of the estimated liabilities of discontinued operations.  The Company was  in default
on making the required payments.  During January 2003, the Company settled the judgment through
the issuance of 332 common shares (post-split).

Stock Value Guarantee - In December 1998, the Company issued 1,200 shares of its previously
authorized but unissued common stock for advertising services valued at $60,000, or $50.00 per
share.  The Company guaranteed that the shares would be able to be sold one year later for at least
$50.00 per share.  In 1999, the Company issued an additional 800 shares of common stock under the
same agreement for advertising services valued at $40,000, or $50.00 per share.  In 2000, the
Company issued an additional 2,000 shares of common stock as partial settlement of the guarantee,
and the Company further agreed to issue a sufficient amount of shares in order for total proceeds
from the sale of the shares to total $100,000 if the trading price is less than $50.00 per share.  At
December 31, 2002, the Company has recorded a $98,000 accrued expense as the market price of
the Company's common stock was less than the guaranteed amount.  During February 2003, 935
shares (post-split) of the Company's common stock was issued to reduce this debt by $9,342 to a
balance owing of $88,658.  During November 2003, the balance of this debt has been assigned to
an unrelated third party. At December 31, 2003 the balance is $88,658.

NOTE 11 - SUBSEQUENT EVENTS

Subsequent to year end, the Company effected a 20 for 1 reverse split of the Company's common
stock.  The accompanying financial statements have been retroactively restated to reflect the effect
of the split.

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

In May 2003, the  Company approved the dismissal of Pritchett, Siler & Hardy, P.C. which
had served as the Company's independent accountants, as its auditor, within the meaning of Item 304
(a) (1)(i) of Regulation S-K of the Securities and Exchange Commission and engaged Chisholm &
Associates, Certified Public Accountants which appointment was approved by the Board of
Directors.

Pritchett, Siler & Hardy, P.C.'s report on the  Company's financial statements for the fiscal
years ended December 31, 2001 and December 31, 2002 contained no adverse opinions or disclaimer
of opinions, and were not qualified as to audit scope, or accounting principles.  However, the reports
issued for 2001 and 2002 by the prior auditors were modified in respect of the uncertainty
surrounding the registrant's ability to continue as a going concern.

During the two most recent fiscal years the registrant had not consulted with Chisholm &
Associates, Certified Public Accounts regarding either; (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered on the registrant's financial statements, and neither a written report was provided to the
registrant nor oral advice was provided that Chisholm & Associates, Certified Public Accountants
concluded was an important factor considered by the registrant in reaching a decision to the
accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a) (1) (iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304
(a) (1) (iv) of Regulation S-K.

In February 2004, due to partner rotations now required by the PCAOB, Bierwolf, Nilson &
Associates merged with the firm of  Chisholm & Associates.  The new name of the firm is Chisholm,
Bierwolf, & Nilson, LLC as referenced in the Form 8-K filed March 18, 2004.

ITEM 8A.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.  The Company's principal executive
officer and its principal financial officer, based on their evaluation of the Company's disclosure
controls over financial reporting and procedures (as defined in Exchange Act Rules 13a-14 (c) as of
December 31, 2003, have concluded that the Company's disclosure controls over financial reporting
and procedures are adequate and effective for the purposes set forth in the definition in Exchange
Act rules.

(b) Changes in internal controls over financial reporting.  There were no significant changes
in the Company's internal controls over financial reporting  or in other factors that could
significantly affect the Company's internal controls subsequent to the date of their evaluation.

****PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION
16(a)

Directors and Executive Officers

The Company's executive officers and directors and their respective ages and positions are set
forth below.  Biographical information for each of those persons is also presented below. The
executive officers are chosen by the board of directors and serve at its discretion.  There are no
existing family relationships between or among any of the executive officers or directors.



|Name           | Age
(2003) | Position
Since | Position with Company 
|-------------- | ---------- | -------------- | ----------------------
|James Anderson | 53         | 2003           | President and Director



Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors,
executive officers and persons who own more than five percent of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership and reports of changes
in ownership of common stock and its other equity securities.  Officers, directors and greater than
ten-percent beneficial owners are required by SEC regulations to furnish the Company with copies
of all Section 16(a) reports they file.  Based upon review of the copies of such forms furnished to the
Company during the fiscal year ended December 31, 2003, to the best of management's knowledge
all reports have been timely filed.

ITEM 10: EXECUTIVE COMPENSATION

The following tables show the compensation paid in cash, stock or stock options to the
Company's past President, Mr. Southwick, and current president James Anderson, in all capacities
during the past three fiscal years.  The other executive officers and directors did not receive any cash
compensation, bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from the Company during the last three fiscal years.

|****SUMMARY COMPENSATION TABLE                                
|--------------------------------------------------------------
|                                                              
|Name and Principal position                                   
|James Anderson, President, Director                           
|Danier R. Southwick, President,
Treasurer, Secretary, Director

(1) Includes $35,000 paid and $49,000 accrued salary which was settled in 2003.



ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth the beneficial ownership of the Company's management and
any person or group who beneficially owns more than 5% of the Company's outstanding common
stock.  Beneficial ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities.  Except as indicated by footnote, the
persons named in the table below have sole voting power and investment power with respect to the
shares of common stock shown as beneficially owned by them.  The percentage of beneficial
ownership is based upon 610,533( post-split) shares of common stock outstanding as of April 7,
2004, and any shares that each of the following persons may acquire within 60 days by the exercise
of options.

CERTAIN BENEFICIAL OWNERS

|Name and Address 

of Beneficial Owner                              | Amount and Nature Of
Beneficial Ownership | Percent of

Class
|------------------------------------------------------------------- | ----------------------------------------- | -----------------
|DHM Enterprises, LLC

4766 Holladay Blvd

Holladay,   Utah    84117 | 500,000 (Post-Split)
Common               | 82%              
|James Anderson

378 North Main, #124

Layton,   UT    84041         | 50,000 ( Post-Split)

Common              | 8%               
|Officers and Directors as a Group                                   | 50,000 (Post-Split)
Common                | 8%               

**I**

The following information summarizes certain transactions either the Company engaged in
during the past two years or the Company proposes to engage in involving its executive officers,
directors, more than 5% stockholders or immediate family members of such persons.

In August 2002 American Investment Properties, Inc., a more than 10% shareholder in 2002,
paid off a line of credit at Zions Bank in the amount of $600,306.  The Company was not able to
extend the terms or pay any amount of the credit line when the credit line came due.  American
Investment Properties, as guarantor, was forced to pay the loan.  In February 2003, the Company
issued 1,056  common shares (post-split) to American Investment Properties, Inc. for the release of
the $153,711 payable.

During the first quarter of 2002, the Company borrowed $100,000 and $25,000 from a
shareholder.  The note is unsecured, due on demand and management agreed to pay interest of 100%
of the principal for the $100,000.  During February 2003, 1,868 (post-split) was issued in exchange
for reducing the outstanding accrued interest by $18,685 on the $100,000 note payable.  As of
December 31, 2003, the outstanding accrued interest is $81,315 and the note has been assigned to
an unrelated third party.

The Company also borrowed $20,000 from Lynette Southwick, the wife of the Company's
former President, Daniel R. Southwick.  The note is unsecured, due on demand, and management
agreed to pay interest of 100% of the principal.   In 2002, $10,000 was paid against the note in
leaving a balance owing of $30,000.  During November 2003, this debt was settled for $10,000 in
cash and 500 (post-split) shares of the Company's common stock.

In February 2003, the Company authorized the issuance of 200,000 shares of Class B Preferred
Stock to Scott Hansen in consideration for a $25,000 note payable and retirement of 165,333
common shares.  However,  this transaction was never  completed, the preferred shares were never
issued and the common stock was not retired.  As of December 31, 2003, this loan has been assigned
to an unrelated third party.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

No.      Description

31     Written Statement of Chief Executive Officer and Chief Financial Officer with respect to
compliance with Section 302 of the Sarbanes-Oxley Act of 2002.

32      Written Statement of Chief Executive Officer and Chief Financial Officer with  respect to
compliance with Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 and pursuant to 18
U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.

4.5  	Amended Bylaws

(b)	The following report was filed on Form 8-K subsequent to year end.



Item 4, Change in Auditors Filed March 18, 2004.

ITEM 14: PRINCIPLE ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for professional services rendered by the Company's principal
accountant for the audit of the annual financial statements included in the quarterly reports and other
fees that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for the fiscal year ended December 31, 2003 was $1,448.

Audit-Related Fees

The aggregate fees billed for assurance and related services by the Company's principal
accountant that are reasonably related to the performance of the audit or review of the financial
statements, other than those previously reported in this Item 14, for the fiscal year ended December
31, 2003 was $0.

Tax Fees

The aggregate fees billed for assurance and related services by the principal accountant for
tax compliance, tax advice and tax planning for the fiscal year ended December 31, 2003 was $0.

All Other Fees

The Company's Board of Directors functions as its audit committee.  All of the services
described above in this Item 14 were approved in advance by the Board of Directors.



SIGNATURES

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

LIBERTY MINT, LTD.



Date: May 19, 2004         	By:/s/James Anderson

James Anderson

President, Secretary/Treasurer and Director

In accordance with the Exchange Act this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.



Date: May 19,  2004 By:/s/ James Anderson

James Anderson

President and Director

(Principal Executive and Financial Officer)

Exhibit 31

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, James Anderson, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Liberty Mint, Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report.

3.  Based on my knowledge, the financial statements, and other financial information included in this
annual report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;

4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 12a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such controls and procedures
to be designed under my supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this annual report is being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report my conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this annual report based on such
evaluations; and

c) Disclosed in this report any change in the small business issuer's internal control over
financial reporting that occurred during the small business issuer's most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls over financial reporting; and

b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls over financial reporting.

Date: May 19,  2004				/s/ James Anderson

James Anderson

Chief Executive Officer

And Principal Accounting Officer

Exhibit 32



CERTIFICATION PURSUANT TO







In connection with the Annual Report of Liberty Mint, Ltd., on Form 10-KSB for the period
ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned, James Anderson, Chief Executive Officer and Principal Accounting
Officer  of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.

Date: May 19, 2004 /s/James Anderson

James Anderson,  Chief Executive Officer

and Principal Accounting Officer

A signed original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within
the electronic version of this written statement has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.