UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB


(Mark One)

   [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1999

   [ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 (No fee required) for the transition period from to

         Commission file number: 000-27409


                               Liberty Mint, Ltd.
                               ------------------
                 (Name of Small Business Issuer in Its Charter)


           Nevada                                       84-14092 19
          --------                                     ------------
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or Organization)


                      975 North 1430 West, Orem, Utah 84059
                     --------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                  (801)426-6699

                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

      Title of Each Class              Name of each Exchange on Which Registered
      -------------------              -----------------------------------------
    Common Stock (No Par Value)                           None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) 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
                                        ------

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

The issuer's total  consolidated  revenues for the year ended December 31, 1999,
were $ 777,213.

The aggregate  market value of the registrant's  Common Stock,  $0.001 par value
(the only  class of voting  stock),  held by  non-affiliates  was  approximately
$3,549,758  based on the  average  closing  bid and asked  prices for the Common
Stock on March 27, 2000.

At March 27, 2000, the number of shares  outstanding of the registrant's  Common
Stock, $0.001 par value (the only class of voting stock), was 4,894,710.


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                                TABLE OF CONTENTS

                                     PART I

Item 1.           Description of Business......................................1

Item 2.           Description of Property......................................8

Item 3.           Legal Proceedings............................................8

Item 4.           Submission of Matters to a Vote
                     of Security-Holders...................................... 8


                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.....8

Item 6.           Management's Discussion and Analysis or Plan of Operation....9

Item 7.           Financial Statements........................................15

Item 8.           Changes in and Disagreements With Accountants on
                    Accounting and Financial Disclosure.......................16

                                    PART III

Item 9.           Directors and Executive Officer.............................16

Item 10.          Executive Compensation......................................18

Item 11.          Security Ownership of Certain Beneficial
                    Owners and Management.....................................19

Item 12.          Certain Relationships and Related Transactions..............20

Item 13.          Exhibits, List and Reports on Form 8-K......................21

Signatures ...................................................................22

Index to Exhibits.............................................................23







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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A.  Corporate Organization

As used herein the term "Company" refers to Liberty Mint, Ltd., its subsidiaries
and predecessors,  unless indicated otherwise. Liberty Mint, Ltd. was originally
incorporated  in the State of Colorado on March 15, 1990 as St. Joseph Corp. VI.
The Company  changed  its name to  Petrosavers  International,  Inc. on July 26,
1993,  and again  changed its name to Hana  Acquisitions,  Inc. on September 12,
1996. On June 9, 1997,  the Company  changed its name to Liberty  Mint,  Ltd. On
October 8, 1999,  Articles  of Merger were filed with the  Secretary  of State's
office in the  states of  Colorado  and  Nevada,  documenting  a merger  between
Liberty Mint,  Ltd., a Colorado  Corporation  and Liberty  Mint,  Ltd., a Nevada
Corporation. The purpose of the merger was to effect a change of domicile of the
Company from Colorado to Nevada.

In June of 1997, the Company issued 3,725,436  pre-split shares of the Company's
common stock (a 6-1 reverse split  occurred in May 1999 reducing these shares to
620,906 shares) to Shareholders of Liberty Mint,  Inc., a Utah  Corporation,  in
exchange for 7,450,864 shares  (approximately  90%) of the outstanding shares of
Liberty  Mint,  Inc.  Prior to the Company's  acquisition  of control of Liberty
Mint,  Inc.,  Liberty  Mint,  Inc. had issued,  in early 1997,  1,919,341 of its
shares to 15 of its creditors in return for  cancellation  of $676,111 in silver
debts of Liberty  Mint,  Inc.  Since these  transactions  occurred  prior to the
purchase  of  Liberty  Mint,  Inc.  by the  Company,  they had no  effect on the
Company's balance sheet.

Before the acquisition of Liberty Mint, Inc., the Company had not engaged in any
material  operations.  The  Company is a holding  company  that  presently  owns
interest in two  subsidiaries,  Liberty  Mint  Marketing,  Inc.,  a wholly owned
subsidiary,  and The Great Western  Mint,  Inc., a wholly owned  subsidiary.  On
September 23, 1999,  the Company sold its 90% interest in Liberty Mint,  Inc., a
Utah  corporation to Calbear Gas, LLC for Twenty Five dollars  ($25.00).  At the
time  of the  sale  of  Liberty  Mint,  Inc.,  it  was  behind  in its  employee
withholding taxes and owed substantial sums to customers for undelivered  silver
bullion  orders and for bullion on deposit (See Part II B "Liquidity and Capital
Resources"). The Company is carrying 655,596 on its books a contingent liability
which  represents  undelivered  silver  and gold and past due  payroll  taxes of
Liberty Mint,  Inc. which accrued while the Company owned Liberty Mint,  Inc. In
the event Liberty Mint, Inc. is unable to pay these amounts,  the Company may be
liable for payment.  Prior to this  transaction the Company had owned 90% of the
issued and  outstanding  stock of Liberty Mint,  Inc. The  Company's  operations
currently  consist of  developing,  manufacturing,  and marketing  custom-minted
commemoratives and other collectibles in both precious and non-precious  metals.
The Company's primary products are custom coins and silver sculptures.

A.       Description of Business

The Company  operates  through two  subsidiaries.  The Great Western Mint,  Inc.
("GWM")  provides  custom minting  services for government  agencies,  companies
large and small,  and any other  organization  that  desires to produce a custom
coin or  commemorative.  The GWM also  conceives  and markets  proprietary  coin
related products and sculpture.  The Company's second  subsidiary,  Liberty Mint
Marketing,  Inc., creates and markets licensed sports and entertainment  related
collectibles.

The Company began 1999 under prior management and generated  revenues  primarily
as a manufacturer of silver bullion through its now divested subsidiary, Liberty
Mint, Inc. This subsidiary has been historically

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unprofitable  due  to  the  very  low  profit  margins   available  through  the
manufacture of silver bullion.  Consequently,  the Company, under new management
appointed in April of 1999,  decided to expand its revenue  sources and increase
profit  margins by placing  emphasis on the design and  creation of  proprietary
collectible  products to be sold through wholesale and direct marketing methods.
(These  proprietary  collectibles are being developed in addition to the ongoing
custom minting projects which are manufactured for the Company's  clients.) As a
result of this change of direction,  the Company divested itself of its interest
in Liberty Mint, Inc. on September 23, 1999.

The  Company has  identified  three  areas  which it will  attempt to  cultivate
through its  marketing  efforts:  1) themes of general  interest  and gift items
manufactured by GWM, 2) sports and  entertainment  collectibles  under the trade
name of Superstar  Commemorative  Collector Series ("SCCS"),  and 3) western art
and collectibles under the trade name of Jackson Hole Collectibles.

In addition,  the Company remains focused on increasing sales through  improving
and expanding upon its present  marketing and distribution  methods.  At present
and in the near term,  the  Company  will seek  relationships  with  established
marketing  partners to assist in  distribution  and sales of the Company's newly
developed collectible  products. As a result of the Company's new direction,  it
has  successfully  begun to market its products on a limited basis to businesses
and the  public.  Many of the  Company's  new  product  lines are  derived  from
licenses  and  rights  to  produce   various   collectibles   featuring   public
personalities,  special  events or popular art. The Company  intends to continue
licensed-based marketing by obtaining additional licenses with public appeal. As
new products are  developed  the Company will proceed with its efforts to expand
marketing strategies and develop increased demand for its products.

B.  Description of Products and Services

Gift Items and Collectibles.  GWM conceives and designs collector's sets such as
"The  Founding  Fathers",  "The Year of the Eagle" or  "Rockwell  Legends" to be
marketed as gifts or accumulated by collectors. Distribution of new, proprietary
products,  and similar items yet to be created,  represent  the  Company's  core
business objective going forward,  and a major shift in marketing  strategy.  As
such  efforts  become  successful,  it is hoped that this area of the  Company's
business  will  eclipse the more  traditional  custom  minting  sales.  GWM also
intends to bring other collectibles to market, such as sculpture.

Custom  Minting.   Comprehensive   private  minting  services  of  precious  and
non-precious  products;  are  comprised  primarily  of minting  of  premium  and
promotional  items for  corporations  and other  organizations.  Custom  minting
clients  include:  businesses,  governments,  associations  and other  marketing
companies.  Typical customers have been corporations and organizations that want
to commemorate various events or milestones, promote a product or idea or create
an enduring form of advertising.

Examples of custom coin projects  that the Company has created and  manufactured
range from gold retirement coins for retiring Dow Chemical employees,  to silver
coin premiums  given to  prospective  Chrysler  customers who take a test-drive.
These  projects  have  usually  originated  from the  efforts  of the  Company's
representatives who introduce a concept to prospective corporate clients.

Superstar  Commemorative  Collector  Series "SCCS".  This trade name and product
line has been in development by the Company for approximately  two years.  Under
this label the Company produces commemorative collector medallions and coin sets
of various  superstars.  The Company  continues to operate this business segment
pursuant  to  a  licensing  agreement  and  joint  distribution   contract  with
Signatures Network

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("Signatures"),  formerly Sony Signatures, which was signed in 1996. The Company
and Signatures  continue to conduct  business while  finishing  negotiations  to
extend the contract  through the year 2001.  Coins have already been created for
The Beatles,  Elvis,  Celine Dion,  Alan Jackson,  Kiss,  Michael  Jackson,  and
others. The Company plans to negotiate with other companies in the entertainment
industry in an effort to obtain  additional  rights to  superstars.  The Company
believes that further development of SCCS will lead to a profitable niche market
with relatively little  competition.  The Company currently supplies 1400 stores
nationwide with SCCS products.  Management hopes to expand  distribution of SCCS
products by wholesaling  to local  collectibles  retailers and  partnering  with
other marketing companies.

Western  Art  and  Collectibles.  The  Company  believes  that  western  art and
collectibles  products have significant potential to generate sales. The Company
intends to pursue  western art sales through its  subsidiary,  The Great Western
Mint, Inc. and under the trade name Jackson Hole Collectibles.

In the past the Company has cast three of  Remington's  sculptures:  The Broncho
Buster,  The Mountain  Man, and The  Rattlesnake.  Each edition  consists of 100
sculptures  cast from 1,000  ounces of pure silver and each edition is sold out.
The Company plans to develop additional sculptures authorized by various museums
including a series of smaller Remington sculptures.

Bullion Silver Rounds. Prior to the sale of Liberty Mint, Inc., on September 23,
1999,  the Company's  primary  product was bullion  silver  rounds.  The Company
produced  these bullion  silver  rounds on a limited basis (one troy once,  .999
pure  medallions)  for  investors.  Since the sale of Liberty  Mint,  Inc.,  the
Company has begun to  significantly  refocus its efforts away from production of
bullion  silver  rounds.  The  Company  decided to shift its  efforts  away from
bullion  because the Company's  losses were directly linked to the production of
bullion  silver rounds.  Although the bullion sales  accounted for a significant
part of the Company's  revenues,  the Company has been unable to create a profit
from these  sales.  Often the silver was sold at or slightly  above costs to the
customer and therefore  these sales did not represent  much of the net income of
the Company. Therefore, the Company did not consider this a viable or profitable
area of business  and finally  resolved to divest the Company of its interest in
Liberty Mint,  Inc. in an effort to stop the continuing  losses  attributable to
this  aspect of the  Company's  business.  The sale of Liberty  Mint,  Inc.  has
allowed  the  Company to  concentrate  its  efforts on the higher  margin  areas
mentioned above.

C.  Marketing and Distribution.

Print Advertising. The marketing strategy for the next twelve months will be for
the Company to  increase  its  exposure  to  potential  business  and  wholesale
clientele by advertising in multiple monthly trade and industry publications, as
well as business magazines. This exposure should familiarize and supply business
groups  with  information  about the  Company  and the  premium  incentives  and
promotions  available for their company or group. This has historically been the
most successful advertising method for the Company and has consistently produced
the best sales results.

Direct Marketing. The Company's primary objective is to continue its development
as a marketing company while still retaining limited  manufacturing  capability.
Management  believes  that  one of the  most  effective  methods  for  marketing
collectibles  is through  the mail.  The Company  has  successfully  implemented
direct mail on a limited  basis in the past and intends to expand its efforts in
this area.  Jackson Hole  Collectibles  (sculptures)  and other specialty minted
products lend themselves to presentation  to the  prospective  customer  through
direct mail.  The Company  intends to develop  suitable  mailing lists and place
more emphasis on continuity marketing through managed data-base marketing.

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The  Company  has two  product-related  websites  currently  under  development:
GreatWesternMint.com  and  SuperStarSeries.com.  The  Company  intends to evolve
these sites into viable marketing tools.

The Company's  subsidiary,  GWM, intends to create proprietary products that are
appropriate for direct marketing methods. Gift sets and collectibles in precious
and  non-precious  metals will fall into this category as well as most sculpture
items.

The  marketing  plan for the  SCCS is  composed  of  multiple  direct  marketing
strategies devised by the Company and Signatures.  The plan outlines  aggressive
niche marketing  programs  designed to maximize product exposure which, in turn,
should spawn sales. The Company will also  continually  engage in test marketing
to assess the future  possibility  of expanded  mass  marketing and retail sales
options.

The Company will attempt to develop direct  marketing  programs that target fans
and the  general  public  to  generate  "non-concert"  retail  sales.  The  SCCS
agreement  allows  the  Company  and  Signatures  to jointly  develop  and offer
commemorative  coins  through CD and  catalog  inserts as well as other  various
direct  marketing  opportunities.  To this end, SCCS will seek out  associations
with  existing  companies  that have  proven  track  records  in mass  marketing
collectibles.

In  conjunction  with the  foregoing,  the  Company  will  attempt  to take full
advantage of the ongoing publicity which surrounds high-profile SCCS clients. In
so doing, it may be possible to reduce  advertising and promotional  costs while
still creating new  opportunities to increase  awareness in target markets.  The
Company also foresees the  necessity of press  releases,  promotions  with local
media and  interviews  with media  personalities.  In addition,  cross-marketing
promotions with national  sponsors will be attempted.  The Company will continue
its efforts to procure additional rights for popular persons or events.

Internet  Marketing.  The Company has  developed  an  Internet  website  that it
believes will become a significant  part of its future  marketing  program.  The
Company  will  attempt to  establish  channels  over the  Internet to market and
distribute  its custom  collectibles.  The major  emphasis will be placed on the
SCCS and Jackson Hole  Collectibles  product lines. It is also foreseen that the
Internet  will  provide a  superior  method  for  informing  potential  business
customers of the diverse applications for custom minting projects.

D.  Business Relationships, Custom Projects, and Licenses

Disney Custom Minting Projects.

The Company currently supplies  collectible coins to Disneyland and Disney World
sold by Disney in their exclusive  gallery stores.  In addition,  Disneyland and
Disney World have decided to produce a yearly issue,  similar to U.S. Proof sets
and  non-precious  medallions.  The Company has received  orders from the Disney
Store  organization,  Disney Catalog,  Disney Hotel, and Disney Cruise Lines. In
1999 orders from Disney and its affiliates  accounted for  approximately  14% of
the total revenues of the Company.

The Signatures Network (formerly Sony Signatures) Joint Venture.  The Company is
currently in final  negotiations with Signatures  Network to extend a 1996 joint
venture  agreement  through the year 2001.  Under the new contract,  the Company
will  continue  to  merchandise   collectible   coins  of  legendary  bands  and
entertainers.  The original  joint venture  resulted in launching the "Superstar
Commemorative  Collector  Series" which develops  collectible  products with fan
appeal.  Signatures  creates innovative  merchandising,  licensing and marketing
programs  based on film,  television,  music,  sports  and  lifestyles  artists.
Signatures represents

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an elite group of over 80 musical artists and groups,  including superstars such
as Michael Jackson, The Beatles, Celine Dion, Kiss, Elvis, John Lennon and Leann
Rimes. Signatures will also work with the Company to provide access to other top
entertainment talents not presently in the Signatures portfolio.

The terms of the original  agreement,  effective  September 1, 1996, provide the
Company with exclusive United States and non-exclusive  International  rights to
manufacture  and sell  articles  embodying  the name and/or image of  Signatures
musical  artists.  The term of the original  agreement was extended until August
31, 1999.  The Company  continues  to do business  with  Signatures  pending the
finalization  of a new  agreement.  Under  the  terms of the new  agreement  the
Company will pay  Signatures a fee of 20% of all gross sales  revenues  from the
Signatures  articles,  whether sold by Signatures or its representatives or sold
directly by the Company. All articles and all artwork are subject to Signatures'
discretionary  approval.  The Company will be  responsible  to pay  royalties to
Signatures  applicable  to each licensor  (artist).  These  royalties  will vary
depending  upon the artist and the articles  manufactured  and sold. The parties
have come to an agreement in principal, but have not yet finalized an extension.

Subsequent  to the year ended  December  31,  1999,  the  Company,  through  its
subsidiary  Great  Western Mint  ("Western"),  entered  into an agreement  dated
December 10,  1999,  with  Creative  Minting,  Inc.("Creative"),  and The Curtis
Publishing  Company  ("Curtis")  wherein Curtis granted a license to Western and
Creative to use certain Saturday Evening Post/Norman  Rockwell  illustrations on
Precious and  Non-Precious  Round Metal Medallions and, on an approval basis, on
Legal Tender  Coins.  The license was granted only for the United States and its
territories,  Canada, Japan, Korea, Taiwan, China, Singapore and Indonesia.  The
license is for the period December 10, 1999 through December 10, 2002.

E.  Competitive Business Conditions

Collectible Industry.  Collectibles consumers are using a broad range of sources
to buy  collectibles.  The collectibles  industry is highly segmented into niche
markets,  with  relatively  large  numbers of  companies  supplying  very highly
specialized products.  Among a total of 800 companies about 80% of the companies
have annual sales of five million or less. The largest competitors in the retail
sector hold less than 20% of the total share of the retail  market.  The leading
competitors  tend to manufacture a wide range of products,  thus  accounting for
their dominant position in the market,  while smaller  competitors tend to limit
production to one or two product forms only.

Several of the Company's  competitors are significantly  larger than the Company
and possess greater resources and market share. These competitors  include,  but
are not limited to, The Franklin Mint and The Washington  Mint.  These companies
produce  commemorative  coins,  scale model  automobiles and collectible  dolls,
statues and plates.  When  compared to the size of these  companies,  the market
share of the Company is not significant. The Company's niche market involves the
Signatures   SuperStar   Commemorative   Collector   Series,   Western  Art  and
Collectibles  and  sales  to the  Disney  Organization.  The  Company  does  not
presently have significant  competition in this small niche market.  There is no
assurance  that  these  larger  companies  will not  attempt to target the niche
market being developed by the Company by obtaining  exclusive  rights to produce
similar  collectibles.  The Company will attempt to gain an advantage over these
companies  through its  specialization on quality custom minting for businesses,
entertainment  collectibles and western art. The Company will attempt to utilize
existing   business   contracts  and  alliances  with  Signatures,   an  ongoing
relationship  with Disney and increased use of print  advertisement  in order to
provide increased name recognition and market awareness for its products.

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Current  Industry  Position.  The market  for  selling  commemorative  coins and
collectibles  products is intensely  competitive  with many  providers  who have
greater production  expertise,  financial  resources and marketing  capabilities
than the Company.  The Company  produces and markets  unique silver  collectable
items in the areas of music  and  entertainment  Collectibles  and  western  art
Collectibles.  These products have appeal to a group of silver  afficionados who
have  interest in silver  Collectibles.  The Company's  marketing  concept is to
target  silver  collectors  with  these  unique  products.   The  Company  faces
competitive   obstacles  consisting  of  (1)  a  limited  market  consisting  of
collectors of silver art and Collectibles, (2) the ability to continue to create
products which will be appealing to this limited  market,  and (3) the existence
of at least one other  manufacturer  of which the Company is aware who  directly
competes with the Company.  This competitor is of approximately the same size as
the Company.  The Company  differs from its competitors in that it is attempting
to fill a niche which consists of providing products to collectors of silver art
and entertainment Collectibles. There are a number of additional competitors who
could, should they choose to do so, compete directly with the Company's products
and marketing efforts.  These companies enjoy more extensive advertising budgets
and widespread brand recognition. There is no assurance that the Company will be
able to overcome these competitive obstacles with the limited capital available.
If the Company cannot compete effectively, it will not succeed.

Method of Competition. The Company is in direct competition with other merchants
of entertainment related memorabilia,  western art, and commemorative  products.
For  instance,  at a  typical  concert  there are  about 30  different  types of
merchandise, most of which have a long track record of market appeal. Such items
may include the typical  T-shirts,  hats,  mugs and other  commonplace  souvenir
style  products.  The Company will need to expose the existence of SCCS products
and cause its  products  to appeal to fans.  The Company  will  continue to seek
methods for creating consumer awareness of the SCCS series.

Although  the Company  must  compete  with  well-established  merchants  for the
consumer's  memorabilia dollar, it also enjoys the potential advantage of having
created a niche market which does not now have substantial  direct  competition.
The  Company  is not  currently  aware of other  competitive  efforts to license
legendary  artists for  precious  metal  medallions  and related  products.  The
Company feels that the establishment of SCCS as a premier collection, as well as
the preliminary  effort of licensing key artists and personalities  will enhance
its  efforts to stay  ahead of any  competition,  should  one or more  decide to
compete directly.

The  Company's  market  for  SCCS  products  consists   primarily  of  fans  and
secondarily of collectors.  Both markets are robust and show signs of increasing
growth and consumer  demand.  Much of the Company's  market will be derived from
targeting  specialty  areas such as CD purchases and fan club  members.  As SCCS
continues  to grow in scope the Company  believes  that a secondary  market will
develop  (this is common  with  virtually  all  manner of  collectibles  such as
trading cards,  figurines,  plates, etc.) among entertainment  enthusiasts which
will create greater demand and liquidity for Company's products.

The Company believes it has an additional  competitive  advantage which enhances
its products.  Over the years the Company has developed technical processes that
distinguishes  the  Company  from other  mints,  in that the  Company is able to
create unique coin designs  incorporating  multiple  textures which supplies the
standard frosted image and mirrored background giving its products  recognizable
appeal

F.  Sources and Availability of Raw Materials.

Source of Materials.  Materials and supplies  (except one)  including  printing,
collateral  materials,  and packaging are being  purchased  from at least two or
more suppliers. The custom boxes are currently being

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purchased  from a single  supplier,  due to the high cost of tooling  and setup.
However,  there are other suppliers who have been used in the past, and could be
used again if the need arises.

The Company currently uses four major local suppliers of silver. These are : (1)
The Sunshine Mint, (2) Regency Mint, (3) Monarch Coin, and (4) Pioneer Refining,
The Company also uses one other major United States supplier, Dillon Gage, which
ships through a local supplier.  Additionally  there are other minor sources the
Company  uses  occasionally.  The  Company  has no  reason to  believe  that the
availability  of silver will change in the near future.  If one supplier  should
have  difficultly  delivering the needed silver supply the Company would be able
to switch to one of its other  suppliers.  The Company  maintains a  fluctuating
inventory of silver,  which is replaceable  from time to time as needed from the
suppliers mentioned above.

The Company  obtains  certain raw materials and components for its products from
single  suppliers.  In most  cases,  the  Company's  sources of supply  could be
replaced if necessary  without  undue  disruption,  but it is possible  that the
process of qualifying new materials and/or vendors for certain raw materials and
components  could cause a material  interruption  in  manufacture  or sales.  No
material interruptions have occurred over the last two years.

Although  the  Company has had no  material  interruptions  in its supply of raw
materials,  there can be no assurances that the Company's suppliers will be able
to supply the Company in quantities needed.  Future government regulation of the
industry or delays in the process of qualifying new materials  and/or vendors to
supply the raw materials may also cause a decrease in sales of affected products
by disrupting the manufacturing process. The Company believes that its supply of
raw materials is adequate for the current fiscal year.

G.  Customers - Dependence on One or Few

The Company  currently relies on Disney for 14% of its total revenues.  Although
the Company has no written contract with Disney,  the Company believes that this
is a stable  customer  that will  continue  to bring  business  to the  Company.
However,  if the client  should  discontinue  to bring  business  to the Company
management  believes the effect of this would be absorbed by the introduction of
additional  business  and  would  not have a long  term  adverse  effect  on the
Company.

H.  Requirement of Government Approval

The U.S.  Department of the Treasury has developed a policy regarding the use of
metal  tokens.  The  currently  established  parameters  restrict the minting of
commemorative  coins or  medallions  which  approximate  the  size,  weight  and
appearance of coins produced by the United States government. The Company has no
control over future regulatory changes. Any future regulatory changes may impact
the Company and its ability to produce its products.

I.  Employees

The Company  currently  has 16 full time  employees.  No employees are currently
covered by a collective bargaining contract.



                                        7


<PAGE>

ITEM 2.             PROPERTY

The Company is  currently  leasing a 6,000 square foot  facility  located at 975
North 1430 West, Orem,  Utah,  pursuant to a lease expiring in 2002. The Company
believes that its  manufacturing  facilities are adequate for its proposed needs
through the year 2002.  If additional  space is needed before then,  some office
functions  could  be  moved  to  nearby  office  buildings,  which  are  readily
available.  The Company  believes  that its  current  facilities  are  generally
suitable and adequate to accommodate its current operations.

ITEM 3.           LEGAL PROCEEDINGS

The Company is currently not a party to any pending material legal proceeding.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted  during the fiscal year covered by this Report to a vote
of security holders, and therefore, this item is inapplicable.

                                     PART II

ITEM 5.           MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
                  EQUITY AND OTHER SHAREHOLDER MATTERS

The  Company's  common stock is quoted in the Pink Sheets under the symbol LBMN.
The Company  was  formerly  quoted on the  Electronic  Bulletin  Board under the
symbol,  "LBMN"  (formerly  LIBY).  The  Company has filed a Form 10-SB with the
Securities and Exchange Commission,  and once this filing has clerical review by
the  Commission,  the Company  intends to reapply to be listed on the Electronic
Bulletin  Board.  Trading in the common  stock has been limited and sporadic and
the quotations set forth below are not  necessarily  indicative of actual market
conditions.  Further,  these prices reflect  inter-dealer  prices without retail
mark-up,  mark-down,  or  commission,  and may not  necessarily  reflect  actual
transactions.  The high and low bid prices for the common stock for each quarter
of the fiscal years ended December 31, 1999, 1998 and 1997 are as follows:

               Quarter                        High                 Low
               -------                        ----                 ---
1997           First                         $0.00               $0.00
               Second                        $0.00               $0.00
               Third                        $17.22              $12.00
               Fourth                       $16.68              $11.82
1998           First                        $15.00              $11.22
               Second                       $14.04               $3.36
               Third                         $6.18               $1.50
               Fourth                        $4.86               $0.36


                                        8


<PAGE>




1999           First                         $2.46               $0.54
               Second                       $12.00               $1.50
               Third                         $5.38               $1.38
               Fourth                        $3.62               $1.12

Record Holders.  As of March 27, 2000 there were  approximately 264 shareholders
of record  holding a total of 4,894,710  shares of Common Stock.  The holders of
the Common  Stock are  entitled to one vote for each share held of record on all
matters submitted to a vote of stockholders. Holders of the Common Stock have no
preemptive  rights and no right to  convert  their  Common  Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock.

Dividends.  The Company has not declared any cash dividends  since inception and
does not anticipate paying any dividends in the foreseeable  future. The payment
of dividends is within the  discretion of the Board of Directors and will depend
on the Company's earnings, capital requirements,  financial condition, and other
relevant  factors.  There are no restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally  imposed
by applicable state law.

ITEM 6.             MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

A.  General

In April of 1999,  the Company  reorganized  its  management  by  replacing  its
President and releasing its Chief Financial  Officer.  As of March 27, 2000, the
Company  had not  found a  replacement  for its  Chief  Financial  Officer.  The
reorganization  was carried out to bring about a change in the  Company's  focus
and business  plan.  Prior  management had been committed to an attempt to build
the Company through an increase in the Bullion  business and its emphasis on the
minting  and sales of silver  rounds.  This  business  was being  carried out by
Liberty Mint, Inc. The expansion of the Bullion  business in 1998 and early 1999
had resulted in increased losses for the Company.

In an effort to stem the Company's increasing losses, the Board of Directors, in
April, 1999,  reorganized the Company's management team. The new management team
began  focusing  its  efforts on  producing  products  that would bring a higher
profit return to the Company.  Management  determined that the Bullion business,
with its emphasis on production and sales of silver rounds, was not a profitable
venture. A decision was made to cease involvement in the Bullion business and to
sell Liberty Mint,  Inc. On September 23, 1999, the Company sold its interest in
Liberty Mint, Inc.,  which  subsidiary had been primarily  engaged in the silver
bullion business and the production of bullion silver rounds.

The effect of this transition has been a shift from sales of the Company's prior
primary product,  bullion silver rounds,  to products which the Company believes
will allow higher profit  margins,  such as custom minting,  commemorative  coin
series,  and other  products noted in Item 1.  Description of Business.  Each of
these businesses has a higher profit margin than the Bullion business.

         The Company believes that the downsizing of the Company, coupled with a
renewed  emphasis on growing the remaining  businesses of the Company will allow
management to reverse the Company's history

                                        9


<PAGE>



of losses and allow the Company to become profitable.  However, no assurance can
be given that the Company will be able to earn a profit in the future.

The following  discussion and analysis  provides  information that the Company's
management  believes is  relevant  to an  assessment  and  understanding  of the
Company's results of operations and financial  condition.  The discussion should
be read in conjunction  with the financial  statements and footnotes that appear
elsewhere in this report.

Sales.  Sales for the year ended  December 31, 1999  increased to $777,213  from
$172,549 for the year ended December 31, 1998, an increase of 348%. The increase
in revenues were primarily  attributable to a  reclassification  of sales due to
the sale of Liberty Mint, Inc.(See note 2 to Audited Financial Statements).

Losses.  Net losses for the year ended December 31, 1999 increased to $3,901,873
from  $1,720,525  for the year ended December 31, 1998, an increase of 127%. The
substantial  increase in losses was caused by a bad debt  expense of  $2,069,964
which resulted from the sale of Liberty Mint, Inc.

The Company  expects to break even or to operate at a slight  profit  during the
next year as a result of the divestiture of Liberty Mint, Inc. and its cessation
of producing and selling of bullion rounds on September 23, 1999. However, there
can be no assurance that the Company will achieve or maintain  profitability  or
that its revenue growth can be sustained in the future.

Expenses.  General and  Administrative  expenses for the year ended December 31,
1999,  increased to  $1,388,320  from  $258,159 for the year ended  December 31,
1998, an increase of 438 %. The increase in general and administrative  expenses
was the result of  reclassification of expenses due to the sale of Liberty Mint,
Inc.

Depreciation and amortization expenses for the years ended December 31, 1999 and
December 31, 1998 were $206 and $250,461,  respectively. The decrease was due to
the full  depreciation of certain minting  equipment in 1998.  During the annual
audit, a group of inventory items were identified as potentially  obsolete,  and
the write-off was accrued for as a 1998  expense.  During the second  quarter of
1999,  these  items were  reviewed  item by item,  and the  obsolete  items were
physically removed from inventory, written off, and disposed of. The reserve was
used to cover most of this write-off.

The  cost of goods  sold  for the year  ended  December  31,  1999 was  $543,554
compared to $156,273 for the year ended December 31, 1998. Cost of goods sold as
a percentage  of sales for December 31, 1999 and 1998  respectively,  were 69.9%
and 90.5%.  The decrease in the cost of goods sold as a percentage  of sales was
primarily  attributable  to the Company selling Liberty Mint, Inc. and not being
further involved in the bullion business.

Impact of Inflation.  The Company  believes that  inflation has had a negligible
effect on operations over the past three years. The Company believes that it can
offset  inflationary  increases in the cost of materials and labor by increasing
sales and improving operating efficiencies.

B.  Liquidity and Capital Resources.

As of December  31, 1999 and 1998,  the Company  held  customer  deposits in the
amount of $0 and $407,206, respectively. The Company's subsidiary, Liberty Mint,
Inc. had taken silver and gold for various commitments

                                       10


<PAGE>



to produce  product.  As of December 31,  1998,  the Company had silver and gold
commitments  owed by Liberty  Mint,  Inc.  in excess of the amount of silver and
gold on hand in the amount of $247,893.  With the sale of Liberty Mint, Inc., in
September 1999, the Company  divested  itself of any direct  liability for these
amounts.  However,  the Company does show a loss of $643,088 for the year ending
December 31, 1999 resulting from  discontinued  operations,  which arises out of
the sale of Liberty Mint, Inc.

The  following  table  shows  the  history  of the  Company's  silver  and  gold
commitments:

                                       September 23, 1999

                          December 31,   (Prior to sale of       December 31,
                              1999          subsidiary)                1998

Customer Deposits              0           $   589,524              $  407,206
Silver Inventory               0           $    27,439              $   62,475
Silver on Lease                0                     0                       0
Silver held on Account         0           $  (310,528)             $ (304,027)
Net Silver Liability           0           $  (283,089)             $ (241,552)

Gold Inventory                 0           $     9,284              $   20,749
Gold Held on Account           0           $    (3,414)             $  (27,090)
Net Gold Liability             0           $    (5,870)             $   (6,341)
Combined Liability             0           $  (277,219)             $ (247,893)

The Company  (Liberty Mint,  Inc.) funded its inventories  through the following
methods:

1.  Silver  lease-  Owners of silver can send their  silver to the  company  for
"storage" in the Company's  vault.  The Company is allowed to melt and finish it
into  product,  and  replace the silver  upon  shipment of product.  (This was a
method  used by Liberty  Mint,  Inc.  Since the sale of Liberty  Mint,  Inc.  on
September 23, 1999, This practice has ceased.)

2. Metal held on account-Some  customers send the company their own silver to be
used in completing their order for coins.

3.  Deposits-The  customer is required to pay for the precious metal in advance;
thus creating a contra-asset account called "prepayments."

The preceding table shows the  relationship  of these  accounts,  revealing that
Liberty Mint,  Inc.'s  inventory was not adequate to meet its current  committed
liabilities created by these three transaction types. In early 1999,

                                       11


<PAGE>



management of Liberty Mint, Ltd.  recognized that its ability to produce prepaid
product and deliver committed product and return gold and silver held on account
was becoming worse. In addressing the problem,  management  determined that this
was a historical  problem with the bullion  business of Liberty Mint, Inc. which
had not been able to be corrected. Management determined that it was in the best
interest of the  Company to get out of the bullion  business in order to prevent
this problem from  continuing  to grow.  This was the key reason the Company had
for divesting  itself of its subsidiary  "Liberty  Mint,  Inc." during the third
quarter  of this  year  and  concentrating  its  efforts  on its  two  remaining
subsidiaries  The monies owed for return of silver and gold, and for prepaid and
committed  product are  liabilities  of the company which along with accrued and
unpaid taxes of Liberty Mint,  Inc. at time of sale are shown as "liabilities of
discontinued  operations"  in the sum of  $655,596 on the  consolidated  balance
sheet.  In the event the Company is unable to pay these  amounts when due, or to
make arrangements for their payment which is satisfactory to the creditors,  the
ability of the Company to continue to do business  could be adversely  affected.
If the Company is unable to arrange for  repayment of these  amounts,  and other
amounts owed by the Company, the Company could face bankruptcy.

At present,  most orders of materials  and supplies are sent to the Company COD.
The impact of this policy has been one of inconvenience,  but overall it has not
adversely  affected product  production because the two largest production costs
are the metal  itself and the dies used to stamp the metal.  In most cases,  the
company is now  requiring  prepayment of these costs.  Statements  regarding the
adequacy of raw materials refer to "availability."  The Company has no reason to
believe that any of the materials used by the Company will be in short supply in
the current fiscal year.

The Company  frequently  has been unable in the past to make timely  payments to
its trade and other creditors. As of December 31, 1998, the Company had past due
payables in the amount of $337,331. However, only $154,873 was more than 90 days
past due. As of December 31, 1999,  because of the sale of Liberty  Mint,  Inc.,
the Company's past due payables for gold and silver owed to customers of Liberty
Mint, Inc. were  eliminated.(1) The Company's total debt as of December 31, 1999
is $2,282,636.

At  present,  the  Company  substantially  relies on  revenue  from sales of its
products and services to maintain operations. The Company estimates that it will
need to generate minimum monthly sales levels of $225,000 in order to operate at
a profit.  The Company may not be able to maintain  this level of sales.  If the
Company's  sales  revenues  fall short of this  minimum  level on  average,  the
Company may fall short of the minimum capital  required to maintain  operations.
If revenues of the Company fall short of the minimum levels required to continue
operations,  the Company  would not be able to sustain its capital needs without
cash from borrowing or from sale of equity in the Company.  The current  sources
of cash  available to the Company  consist of (1) revenues from sales,  (2) debt
financing through Performance Funding Co. of Phoenix,  Arizona (a factoring line
of credit in the  amount of  $250,000  and a  purchase  order  line of credit of
$100,000),  and (3) Equity financing (notes  receivable in the sum of $249,208).
On a long term basis,  liquidity is dependent on  continuation  and expansion of
operations,  receipt of  revenues,  additional  infusions  of  capital  and debt
financing. Since 1996

--------

     (1)The  Company is carrying a liability on its  consolidated  balance sheet
titled  "Liabilities  of  discontinued  operations" in the sum of $655,596 which
represents  undelivered  silver and gold and past due  payroll  taxes of Liberty
Mint, Inc. which accrued while the Company owned Liberty Mint, Inc. In the event
Liberty Mint,  Inc. is unable to pay these  amounts,  the Company may be liable.
However,  due to the  contingency of the liability,  the Company is not treating
the  contingent  amount as past due  because no demand for payment has been made
upon the Company for payment of these amounts.

                                       12


<PAGE>



the Company has been engaged in efforts to restructure the Company's debt. These
efforts have been primarily focused on equity financing.

The Company's  liquidity problems and the attendant cash shortfall problems were
addressed  by the Board of  Directors  in early 1999 and resulted in the sale of
Liberty  Mint,  Inc.  The sale of  Liberty  Mint,  Inc.  left the  Company  with
liabilities of discontinued  operations of $655,596.  The Company does not think
it is realistic  to believe  these  liabilities  can be quickly paid solely from
revenues  generated by sales. The Company believes it will need to raise capital
in an amount  between  $700,000 and  $1,000,000 in order to allow the Company to
retire  this debt and have  sufficient  operating  capital to grow the  business
through the expansion of the Company's sales and marketing efforts.

Management  believes the Company's  ability to raise additional  capital to meet
its needs  depends on its ability to  demonstrate  that the Company can generate
profits from sales of its products and services. The Company has no present plan
to raise additional  capital in an equity offering because it is still too early
to  assess  the long  term  effect  of the sale of  Liberty  Mint,  Inc.  on the
Company's ability to generate profits.

The Company is  considering  launching a wide scale  marketing  and  advertising
campaign.  The Company's current capital and revenues are not sufficient to fund
such a  campaign.  If the  Company  chooses  to  launch  such a  campaign  it is
estimated the Company will require capital in excess of current  operating costs
of between  $250,000 and $500,000.  The Company may choose to raise this capital
through an additional  stock offering.  The funds raised from this offering will
be used to develop and execute the marketing and advertising  strategy which may
include the use of  television,  radio,  print,  direct  marketing  and Internet
advertising. However, there can be no assurance that the Company will be able to
obtain  additional  equity or debt  financing  in the future,  if at all. If the
Company  is  unable  to raise  additional  funds the  growth  potential  will be
adversely effected.

Capital  Commitments.  The  Company  has  no  current  commitments  for  capital
expenditures.  But,  management  will  be  looking  at  upgrading  manufacturing
equipment  and putting some  redundancy  in the  manufacturing  capabilities  to
reduce the risk of  production  shut down.  This will be done with an integrated
plan which keeps abreast of the capacity expansion needed to support the planned
growth.

Going  concern.  The Company has incurred  significant  losses during 1998,  and
1999. As of December 31, 1999, the Company has current  liabilities in excess of
current assets of $903,355 and has a stockholder's deficit of $3,901,943.  These
items raise a substantial  concern and doubt about the ability of the Company to
continue as a going concern. In an effort to overcome the financial difficulties
which had surrounded the continued operation of Liberty Mint, Inc.,  management,
on  September  23, 1999,  divested the Company of its interest in Liberty  Mint,
Inc.,  the source of the  Company's  ongoing  problem  with  delivery  of silver
products.  The  divestiture  has allowed  the Company to reduce its  overhead by
moving to a smaller facility and reducing the number of employees from 25 to 16.
The  Company's  emphasis  is now moving from  manufacturing  to  marketing  with
products as described in the pages above.  These  products  have a higher profit
margin than bullion sales. Management proposes to raise additional funds through
collection of notes receivable from shareholders, loans, and/or additional sales
of its  common  stock.  Management  believes  that with the  divestiture  of the
Company's  interest in Liberty Mint,  Inc.,  with the resultant  improvement  of
operations, it can reduce expenses,  refinance debt, and convert debt to equity,
and that through a combination of these efforts, continue as a going concern.

C.  Trends, Events, Uncertainties that may have a Material Effect on Liquidity

                                       13


<PAGE>



Lack of  Profitability  / Limited  Operating  History.  The  Company has limited
assets and has  experienced  financial  difficulties  in the past. The Company's
subsidiary,  Liberty  Mint,  Inc.,  had a ten  year  operating  history  and had
operated at a significant  loss since 1990. In 1996 and early 1997, prior to its
acquisition by the Company,  Liberty Mint, Inc., began restructuring its debt in
an attempt to overcome its financial problems. The main focus of this effort was
the obtaining of equity financing. Because of ongoing losses attributable to the
operations of Liberty Mint, Inc., the Company divested itself of its interest in
Liberty  Mint,  Inc. on September 23, 1999.  The sale of Liberty Mint,  Inc. has
eliminated a source of continuing loss to the Company, which management believes
will have a positive effect on the Company's operations.

Since April,  1999,  the Company has  attempted to refocus its business  efforts
towards  development of its businesses  other than the bullion  business.  Since
divestiture of Liberty Mint,  Inc., in September of 1999, the Company has turned
its whole effort to  developing  and  expanding  the Custom  Minting,  SuperStar
Commemorative Collector Series, and Western Art and Collectibles businesses.  By
eliminating  the bullion  business,  the Company  believes it has  eliminated  a
problem which has  historically  had a negative effect on the Company's  capital
resources and liquidity. The Company's remaining businesses appear to be able to
generate a profit.  The Company  believes that in fiscal year 2000, the revenues
from its remaining  businesses  will allow it to reduce its debt  significantly.
The Company believes its remaining  businesses can be operated  profitably.  The
negative effects to the Company's operations, liquidity and the continuing drain
on  capital  resources  attributable  to  continuing  operation  of the  bullion
business have been eliminated.  Revenues since September, 1999 have been greater
than  expenses  for the same  period.  The Company  believes  that if this trend
continues, the Company can be profitable. There is no assurance the Company will
be able to  successfully  implement  its business  objectives or that it will be
able to operate profitably.

Working Capital Deficit / Need for Additional  Capital. As of December 31, 1999,
The Company has a working capital  deficit of $903,355 and is heavily  dependent
upon  receiving an increase in capital.  The Company is  currently  weighing its
options  and  will  need to  raise  funds  from  debt  financing  or sale of its
securities.  Even upon the  completion of the raising of additional  capital the
amount of capital available to the Company may be extremely limited, and may not
be sufficient  to enable the Company to fully  recover from its working  capital
deficit and/or fully implement its proposed business expansion  operations.  The
is no  assurance  that  such  financing  will be  available  to the  Company  on
attractive terms or at all. Except for the notes receivable from shareholders in
the amount of $, the Company  currently has no commitments  for additional  cash
funding.

D. Trends, Events,  Uncertainties that may have a Material Effect on Net Revenue
or Income

Uncertain Market  Acceptance.  The Company's current and intended business is to
produce custom  commemorative coins for various  corporations and organizations.
Additionally,  the Company developed a series of silver  sculptures.  Along with
custom  minting,  the  Company is  attempting  to enter the retail  collectibles
market  through  direct  marketing  and  wholesale   distribution.   The  retail
collectibles  market is based on the marketing concept of selling  commemorative
and collectible products related to superstars of entertainment, sports fans, as
well as products for popular events.  The Company has experienced some degree of
success in direct marketing projects in the past. However, there is no assurance
of market acceptance for the Company's retail collectibles, and the Company will
be subject to all the risks associated with introducing a new marketing concept.
The Company has not undertaken any  independent  market studies to determine the
feasibility  of the  concept.  If the market does not accept the products as the
Company believes it will, then projected revenues could be adversely effected.

                                       14


<PAGE>



Licensing. The Company's continued ability to develop product will be contingent
on its ability to generate new licenses and rights for  trademark and symbol use
at a cost and in a manner which are financially feasible for the Company.  There
is no  assurance  that the  Company's  efforts  to obtain  suitable  rights  and
licenses will be  successful.  Without new licenses the  Company's  product line
will be significantly limited in the future which may influence the revenues and
profit of the Company.

Year 2000 Implications

As of March 27, 2000, the Company has not experienced any Y2K problems.

ITEM 7.           FINANCIAL STATEMENTS

The Company's  financial  statements for the fiscal year ended December 31, 1999
are attached hereto as pages F-1 through F-17








                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]








                                       15


<PAGE>






                        LIBERTY MINT, LTD. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999







                         PRITCHETT, SILER & HARDY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS




<PAGE>


                        LIBERTY MINT, LTD. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS


                                    CONTENTS

                                                                            PAGE

        --      Independent Auditor's Report                                 F-2


        --      Consolidated Balance Sheets, December 31,
                  1999                                                      F-3

        --      Consolidated Statements of Operations,
                  for the years ended December 31, 1999
                  and 1998                                                   F-5


        --      Consolidated Statement of Stockholders'
                  (Deficit) for the years ended
                  December 31, 1999 and 1998                                 F-6


        --      Consolidated Statements of Cash Flows,
                  for the years ended December 31, 1999
                  and 1998                                                   F-9


        --      Notes to Consolidated Financial Statements                  F-11

                                      F-2

<PAGE>




                 [LETTERHEAD OF PRITCHETT, SILER & HARDY, P.C.]






                          INDEPENDENT AUDITOR'S REPORT

Board of Directors

LIBERTY MINT, LTD. AND SUBSIDIARY

Orem, Utah

We have audited the  accompanying  consolidated  balance sheets of Liberty Mint,
Ltd.  and  Subsidiary  as of December  31,  1999,  and the related  consolidated
statements of operations,  stockholders'  (deficit) and cash flows for the years
ended  December  31,  1999  and  1998.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of Liberty Mint Ltd.
and  Subsidiary  as of December 31, 1999 and the  consolidated  results of their
operations  and their cash flows for the years ended December 31, 1999 and 1998,
in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the Company has current liabilities in excess of current assets and
has a stockholders'  (deficit),  raising  substantial doubt about its ability to
continue as a going concern.  Management's plans in regards to these matters are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.


  /S/ PRITCHETT, SILER & HARDY, P.C.

March 16, 2000
Salt Lake City, Utah


F-2

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET


                                     ASSETS

                                                                 December 31,
                                                                     1999
                                                                 -----------
CURRENT ASSETS:

     Cash and cash equivalents                                 $      53,858
     Accounts receivable                                             303,624
     Inventory                                                       816,943
     Prepaid expenses                                                204,856
                                                                 -----------
                  Total Current Assets                             1,379,281
                                                                 -----------
PROPERTY AND EQUIPMENT, net                                           14,697
                                                                 -----------
OTHER ASSETS:

     Other assets                                                      6,400
                                                                 -----------
                  Total Other Assets                                   6,400
                                                                 -----------
                                                               $   1,400,378
                                                                 ===========





                                   [Continued]

                                       F-2

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

                                   [Continued]

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

                                                                 December 31,
                                                                     1999
                                                                 -----------
CURRENT LIABILITIES:
     Accounts payable                                                 76,521
     Factoring advances                                               98,185
     Accrued expenses                                                452,712
     Customer deposits                                               799,622
     Notes payable - related party                                   200,000
     Liabilities of discontinued operations                          655,596
                                                                 -----------
                  Total Current Liabilities                        2,282,636
                                                                 -----------
                                                            $      2,282,636
                                                                ------------

COMMITMENTS AND CONTINGENCIES
  [See Note 17]                                                           -

STOCKHOLDERS' (DEFICIT):
     Preferred Stock, no par value, 10,000 shares
       authorized, no shares issued and outstanding                        -
     Common stock, no par value, 25,000,000
       shares authorized, 4,349,256 and 943,103
       shares issued and outstanding                               3,268,893
     Retained (deficit)                                           (3,901,943)
                                                                 -----------
                                                           $        (633,050)
                                                                 -----------
                  Less Stock Subscriptions Receivable               (249,208)
                                                                 -----------
                  Total Stockholders' (Deficit)                     (882,258)
                                                                 -----------
                                                           $       1,400,378
                                                                 ------------









                 The accompanying notes are an integral part of
                          these financial statements.

                                      F-3

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        For the Years Ended
                                                           December 31,
                                                    --------------------------
                                                      1999               1998
                                                 -------------      ------------
SALES, net of returns and discounts           $      777,213       $    172,549

COST OF GOODS SOLD                                   543,554            156,273
                                                 -------------      -----------
GROSS PROFIT                                         223,659             16,276
                                                 -------------      -----------
OPERATING EXPENSES:

      General and administrative                   1,388,320            258,159
      Bad debt expense                             2,069,964                  -
                                                 -------------      -----------
           Total Operating Expenses                3,458,284            258,159
                                                 -------------      -----------
LOSS FROM OPERATIONS                              (3,234,625)          (241,883)
                                                 -------------      -----------
OTHER INCOME (EXPENSE):

      Interest expense                               (24,160)                 -
                                                 -------------      -----------
           Total Other Income (Expense)              (24,160)                 -
                                                 -------------      -----------
LOSS FROM CONTINUING OPERATIONS

  BEFORE INCOME TAXES                             (3,258,785)          (241,883)

DISCONTINUED OPERATIONS:
      Loss from operations of discontinued
        minting and foundry of subsidiary           (643,088)        (1,478,642)
                                                 -------------      -----------

NET LOSS BEFORE INCOME TAXES                      (3,901,873)        (1,720,525)

CURRENT TAX EXPENSE                                        -                  -

DEFERRED TAX EXPENSE                                       -                  -
                                                 -------------      -----------
NET LOSS   $                                     (3,901,873)      $  (1,720,525)
                                                 -------------      -----------

LOSS PER COMMOM SHARE                         $       (2.25)      $      (2.15)
                                                 ---------------   -------------






                 The accompanying notes are an integral part of
                          these financial statements.

                                      F-4

<PAGE>


<TABLE>

                        LIBERTY MINT, LTD. AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998

<CAPTION>

                                                     Preferred Stock               Common Stock
                                                  _____________________        _____________________           Accumulated
                                                     Shares        Amount         Shares         Amount         (Deficit)
                                                   ----------    ----------     ----------     ----------      -------------
<S>                                              <C>           <C>            <C>           <C>            <C>
BALANCE, December 31, 1997                          469,978  $    159,792        786,623  $   2,987,908     $  (3,618,757)

Issuance of 2,500 shares common stock
  for services at $12.42 per share,
  February 1998                                           -             -          2,500         31,050                 -

Issuance of 7,750 shares common stock
  in a 504D offering for cash at $7.20
  per share, April 1998                                   -             -          7,750         55,800                 -

Issuance of 396 shares common stock
  to purchase 4,752 shares of Liberty
  Mint, Inc. at $.51 per share,
  November 1998                                           -             -            396            203                 -

Issuance of 135,834 shares common stock
  for cash at $3.60 per share, December
  1998                                                    -             -        135,834        489,000                 -

Issuance of 10,000 shares common stock
  for services at $6.00 per share, December
  1998                                                    -             -         10,000         60,000                 -

Repurchase of 3,960 shares of Liberty
  Mint, Inc. at $2.04 per share, December

  1998                                                    -             -              -        (8,078)                 -
Compensation for stock options granted                    -             -              -        182,344                 -

Net loss for the year ended December 31,
  1998                                                    -             -              -              -        (1,720,525)
                                                 ----------  ------------    ------------    -----------       -----------
BALANCE, December 31, 1998                          469,978       159,792        943,103      3,798,277        (5,339,282)

Issuance of 30,833 shares of common
  stock for cash upon exercise of
  options at $3.60 per share, March, 1999                 -             -         30,833        111,000                 -

Issuance of 2,000,004 shares of common
  stock for cash at $.40 per share, April, 1999           -             -      2,000,004        800,000                 -

Issuance of 82,750 shares of common
  stock for cash upon exercise of options
  at $.40 per share, April 1999                           -               -       82,750         32,500                 -
</TABLE>



                                   [Continued]

                                      F-5

<PAGE>



<TABLE>
                        LIBERTY MINT, LTD. AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 1999, and 1998
<CAPTION>

                                   [Continued]

                                                      Preferred Stock                 Common Stock

                                                  _______________________         _____________________       Accumulated
                                                    Shares         Amount         Shares       Amount          (Deficit)
                                                  ----------     ----------     ----------     ----------     ----------
<S>                                             <C>               <C>          <C>          <C>             <C>

Issuance of 500,000 shares of common
  stock for cash upon exercise of options at
  $.40 per share, May, 1999                                -              -      500,000        200,000                -

Fractioned shares issued in connection with
  6 for 1 reverse split                                    -              -           61              -                -

Sale of minting and foundry subsidiary,
  September, 1999                                   (469,978)      (159,792)           -     (2,041,551)       5,339,212

Issuance of 750,000 shares of common
  stock to retire debt at $.40 per share,
  September, 1999                                          -              -      750,000        300,000                -

Issuance of 6,667 shares of common stock
  for services at $.40 per share, September, 1999          -              -        6,667          2,667                -

Issuance of 15,000 shares of common
  stock for services at .40 per share,
  October, 1999                                            -              -       15,000          6,000                -

Issuance of 20,854 shares of common
  stock to retire debt at $2.88 per share,
  December, 1999                                           -              -       20,834         60,000                -

Net loss for the year ended December 31,
  1999                                                     -              -            -              -       (3,901,873)
                                                  ----------     ----------   ----------     ----------       ----------
BALANCE, December 31, 1999                                 -  $    -           4,349,256    $ 3,268,893    $  (3,901,943)
                                                 -----------    -----------    -----------    -----------    -----------
</TABLE>















                 The accompanying notes are an integral part of
                           this financial statement.

                                      F-6

<PAGE>


<TABLE>
                        LIBERTY MINT, LTD. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>

                                                                 For the Years Ended
                                                                    December 31,
                                                                 ------------------------
                                                                1999            1998
                                                             -----------      -----------
<S>                                                       <C>             <C>
Cash Flows Provided by Operating Activities:
     Net loss                                              $  (3,901,873)  $   (1,720,525)
                                                             -----------      -----------
     Adjustments to reconcile net loss to
      net cash used by operating activities:
       Depreciation and amortization                                 206          250,461
       Non-cash expenses                                         410,567          121,386
       Additional compensation expense recorded
         in accordance with APB Opinion No. 25                         -          118,750
       Bad debt expense                                        2,069,964          118,075
       Changes in assets and liabilities:
         (Increase) in accounts receivable                      (303,624)         (19,672)
         (Increase) decrease in inventory                       (816,943)         136,959
         (Increase) decrease in prepaid expenses                  (4,856)          76,614
         (Increase) in other assets                               (6,400)               -
         Increase in accounts payable                             76,521          100,241
         (Decrease) in inventory liabilities                           -          (51,917)
         Increase (decrease) in factoring advances                98,185          (80,365)
         Increase in accrued expenses                            616,212          284,432
         Increase (decrease) in customer deposits                799,622          (35,360)
                                                             -----------      -----------
              Total Adjustments                                2,939,454        1,019,604
                                                             -----------      -----------
              Net Cash (Used) by Operating Activities           (962,419)        (700,921)
                                                             -----------      -----------
Cash Flows Provided by Investing Activities:
     Purchases of property and equipment                         (14,903)         (63,063)
     (Purchase) sale of US treasury bonds, net                     4,857            6,210
     Issuance (receipt) from notes receivable                          -           13,939
                                                             -----------      -----------
              Net Cash (Used) by Investing Activities            (10,046)         (42,914)
                                                             -----------      -----------
Cash Flows Provided by Financing Activities:
     Proceeds from notes payable - related party                       -          437,063
     Payments on note payable                                          -         (219,542)
     Payments on capital lease obligations                             -          (11,000)
     Proceeds from common stock Issuances                        944,100          544,800
     Purchase of subsidiary stock                                      -           (8,078)
                                                             -----------      -----------
              Net Cash Provided by Financing Activities          944,100          743,243
                                                             -----------      -----------
Net Increase (Decrease) in Cash and Cash Equivalents       $     (28,365)  $         (592)

Cash and Cash Equivalents at Beginning of Period                  82,223           82,815
                                                             -----------      -----------
Cash and Cash Equivalents at End of Period                 $      53,858   $       82,223
                                                            ------------     ------------
</TABLE>


                                   [Continued]

                                      F-7

<PAGE>


                        LIBERTY MINT, LTD. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents

                                   [Continued]

                                                          For the Years Ended
                                                             December 31,
                                                       ------------------------
                                                         1999          1998
                                                      -----------    -----------
Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
       Interest                                     $        -   $     16,160
       Income taxes                                 $        -   $          -

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
     For the year ended December 31, 1999:

         The Company  issued 15,000  shares of common stock to a consultant  for
         services  rendered  valued at  $6,000.  The  Company  issued a total of
         500,000  shares of  common  stock in  exchange  for  service  valued at
         $200,000.  The Company issued a total of 750,000 shares of common stock
         to retire debt of $300,000. The Company issued a total of 20,834 shares
         of common stock to retire debt of $60,000.  The Company  issued a total
         of 6,667 shares of common stock for services valued at $2,667.

     For the year ended December 31, 1998:

         The Company issued a total of 12,500 shares of common stock in exchange
for services rendered, valued at $91,050.

                 The accompanying notes are an integral part of
                          these financial statements.


                                      F-8

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Business and Basis of Presentation - The consolidated  financial statements
     include the accounts of Liberty Mint, LTD. (a Nevada Corporation,  formally
     a  Colorado   corporation   incorporated  March  13,  1990,  formerly  Hana
     Acquisitions,  Inc., a shell entity with no operations) [Parent],  which is
     engaged  in the  manufacturing  and  marketing  of  precious  metal  coins,
     medallions, and other collectibles through its subsidiary The Great Western
     Mint,   Inc.  (a  Utah   Corporation   Incorporated   September  21,  1999)
     [Subsidiary]. During 1998, the Company incorporated the wholly owned Former
     Subsidiary Liberty Mint Marketing, Inc. (a Utah corporation).

     The Company's principal markets are geographically disbursed throughout the
United States.

     Consolidation - On June 24, 1997, the Parent  acquired a majority  interest
     (approximately 90%) of the Former Subsidiary's  (Liberty Mint, Inc.) common
     stock by issuing  620,906 shares of the Parent's common stock for 7,450,864
     shares  of the  Former  Subsidiary's  common  stock.  The  acquisition  was
     accounted  for  as a  recapitalization  of  the  Former  Subsidiary  as the
     shareholders of the Former Subsidiary controlled the combined Company after
     the  acquisition.  There was no  adjustment  to the carrying  values of the
     assets or liabilities of the Parent or Former Subsidiary as a result of the
     recapitalization.  The merger has been  accounted for as a reverse  merger;
     accordingly,  the Former  Subsidiary  is treated  as the  purchaser  in the
     transaction.  During 1997, the Parent purchased an additional 82,353 shares
     of the Former Subsidiary's common stock for $28,000. Also, during 1998, the
     Parent  purchased an additional  28,510  shares of the Former  Subsidiary's
     common  stock for  $8,078 in cash and by  issuing  396 shares of its common
     stock at $.34 per share. During September 1999, the Company sold all of its
     shares in its Former  Subsidiary (See Note 2). The  consolidated  financial
     statements  include  the  accounts  of the Parent and the  Subsidiary.  All
     significant  intercompany  transactions  between Parent and Subsidiary have
     been eliminated in consolidation.

     Accounts  Receivable - The Company factors their accounts receivable with a
     financial  institution  at 100% with full  recourse.  During the year ended
     December 31, 1999, the Company  received  $91,482 from  factoring  accounts
     receivable.  At  December  31,  1999,  $98,185,  have  been  received  from
     factoring  accounts  receivable  and are  presented  as a liability  as the
     underlying accounts receivable have not been collected.

     Inventories - Inventories  at December 31, 1999,  consist of silver,  gold,
     other  metals,  and  supplies.  Silver and gold  inventories  are stated at
     market value. Other metals, and supplies are stated at the lower of cost or
     market using the first-in, first-out method (See Note 5).

     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 9).

     Advertising   Expense  -  Advertising   costs  are  expensed  as  incurred.
     Advertising  expense  amounted to $9,394,  for the year ended  December 31,
     1999.


                                      F-9

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     Property  and  Equipment  -  Property  and  equipment  are  stated at cost.
     Expenditures  for repairs and maintenance are charged to operating  expense
     as incurred.  Expenditures  for additions and  betterments  that extend the
     useful lives of property and equipment are  capitalized,  upon being placed
     in service.  When assets are sold or  otherwise  disposed  of, the cost and
     related  accumulated  depreciation  or  amortization  are removed  from the
     accounts and any resulting gain or loss is included in operations.

     Depreciation   -   Depreciation   of  equipment   is  computed   using  the
     straight-line  method over the estimated useful lives of the assets ranging
     from three to ten years.  Leasehold  improvements  are  amortized  over the
     lease period or the estimated useful life of the improvements, whichever is
     less.

     Loss Per Share -  Effective  for the year  ended  December  31,  1997,  the
     Company adopted Statement of Financial  Accounting Standards (SFAS) No. 128
     "Earnings Per Share," which  requires the Company to present basic earnings
     (loss)  per share  and  dilutive  earnings  per  share  when the  effect is
     dilutive,  instead  of simple and fully  diluted  earnings  per share.  The
     computation  of loss per share is based on the weighted  average  number of
     shares outstanding during the period presented.  There was no effect on the
     financial statements for the change in accounting principle (See Note 8).

     Cash and Cash  Equivalents  - For purposes of the  statement of cash flows,
     the Company  considers all highly liquid debt investments  purchased with a
     maturity of three months or less to be cash equivalents.

     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,  accordingly,  the Company  has elected to  determine  net
     income using previous accounting standards.

     Revenue Recognition - Revenue is recognized when the product is shipped.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards (SFAS) No. 132,  "Employer's  Disclosure about Pensions and Other
     Postretirement   Benefits",   SFAS  No.  133,  "Accounting  for  Derivative
     Instruments  and  Hedging  Activities",   SFAS  No.  134,  "Accounting  for
     Mortgage-Backed  Securities..."  and  SFAS  No.  135,  "Rescission  of FASB
     Statement No. 75 and Technical  Corrections" were recently issued. SFAS No.
     132, 133, 134 and 135 have no current applicability to the Company or their
     effect on the financial statements would not have been significant.

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally   accepted   accounting   principles   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  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimated by management.


                                      F-10

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

     During September 1999, the Company sold its stock in the subsidiary Liberty
     Mint,  Inc. for $25 in cash and  effectively  discontinued  its bullion and
     foundry business.  All revenues and expenses  associated with this business
     have been netted and  reclassified as discontinued  operation on the income
     statement for all periods  presented.  Revenue for the years ended December
     31,  1999,  and  1998  relating  to these  operations  was  $4,081,880  and
     $4,430,950, respectively.

NOTE 3 - GOING CONCERN

     The Company has incurred  significant  losses  during 1999 and 1998 and has
     current liabilities in excess of current assets of $903,355 at December 31,
     1999. As of December 31, 1999,  the Company held  customer  deposits in the
     amount of $799,622,  and has taken silver and gold for various  commitments
     to produce product.  As of December 31, 1999, the company does not have the
     ability  to  pay  off  liabilities  of  discontinued   operations   without
     additional funds provided through loans and/or through  additional sales of
     its common stock.  These items raise substantial doubt about the ability of
     the Company to continue as a going concern.

     Management's plans in regards to these matters are as follows:

         Management  is  proposing  to  raise  necessary  additional  funds  not
         provided by operations through loans and/or through additional sales of
         its common stock.  Management  believes that it can improve operations,
         refinance debt, convert debt to equity, and reduce expenses. Management
         believes  that a  combination  of these  efforts  will be  necessary to
         continue as a going concern.

     The accompanying  financial statements have been prepared assuming that the
     Company will continue as a going concern.  The financial  statements do not
     include any adjustments  relating to the  recoverability and classification
     of recorded asset amounts or the amounts and  classification of liabilities
     that might be necessary  should the Company be unable to obtain  additional
     financing, establish profitable operations or realize its plans.

NOTE 4 - PROPERTY AND EQUIPMENT

     The  following  is a summary of  property  and  equipment  - at cost,  less
     accumulated depreciation and amortization as of December 31, 1999:

                                                                      1999
                                                                 -----------
         Production and refining equipment                    $       14,903

              Less:     accumulated depreciation
                          and amortization                              (206)
                                                                 -----------
                                                              $       14,697
                                                                 -----------

     Depreciation  and  amortization  expense for the years ended  December  31,
1999, amounted to $206.


                                      F-11

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - INVENTORIES

     Inventories consist of the following at December 31:

                                                               1999
                                                        -------------------
                                                       Troy
                                                      Ounces             Value
                                                    ----------      ----------
     Total silver inventory                             10,182   $     58,752
     Total gold inventory                                2,335        657,886
                                                    ----------      ----------

              Combined silver and

                gold inventory                                        716,638
                                                                   ----------
     Other inventories:
              Other metals inventory                                   19,412
              Accessories inventory                                    80,893
                                                                   ----------
              Total other inventories                                 100,305
                                                                   ----------
                           Total inventories                     $    816,943
                                                                   ----------



NOTE 6 - ACCRUED LIABILITIES

     The following is a summary of accrued liabilities
       as of December 31, 1999:

                                                                   1999
                                                              ------------
           Payroll costs                                     $     205,400
           Conversion feature of notes payable (Note 7)            133,334
           Contingency on stock guarantee                           42,500
           Cost prepayment                                          25,000
           Accrued interest                                         46,478
                                                              ------------
                                                             $     452,712
                                                              ------------

NOTE 7 - NOTES PAYABLE - RELATED PAYABLE

     The following is a summary of long-term debt,
       which includes notes payable to related parties,
       as of December 31, 1999:

                                                                   1999
                                                             -------------
           12% unsecured note payable to a shareholder,
             due November 18, 2000 convertible at 60% of
             market (See note 6)                            $      200,000
                                                             -------------
                                                            $      200,000

           Less:  current portion                                 (200,000)
                                                             -------------
                                                            $            -
                                                             =============


                                      F-12

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE - RELATED PAYABLE [Continued]


The  Company  has accrued  $133,334  of intrest  expense  due to the  conversion
feature of the note, (See Note 6).

NOTE 8 - LOSS PER SHARE

     The  following  data show the amounts used in computing  loss per share and
     the effect on income and the weighted average number of shares of potential
     dilutive common stock for the years ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>

                                                                For the Years Ended
                                                                   December 31,
                                                              ----------------------
                                                              1999            1998
                                                            ----------     ----------
<S>                                                      <C>             <C>
        Loss from continuing operations available
          to common stockholders (Numerator)              $ (3,901,813)   $ (1,720,525)

        Weighted average number of common shares
          outstanding used in basic earnings per share
          (Denominator)                                      2,153,184         800,771
                                                            -----------     -----------
        Weighted number of common shares and potential
          dilutive common shares outstanding used in
          dilutive earnings per share (Denominator)              N/A             N/A
                                                            -----------     -----------
</TABLE>

     The  Company  had at  December  31,  1999 and 1998,  options  and  warrants
     outstanding  to purchase  3,303,565 and  1,918,900  shares of common stock,
     respectively,  at prices  ranging from $.40 to $12.96 per share,  that were
     not included in the computation of diluted earnings per share because their
     effect was  anti-dilutive  (the  exercise  price of the options was greater
     than the average market price of the common shares).

NOTE 9 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". FASB
     109  requires  the Company to provide a net  deferred  tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating loss or tax credit carryforwards.

     The Company has  available  at December  31, 1999,  unused  operating  loss
     carryforwards  of  approximately  $3,800,000  which may be applied  against
     future taxable income and which expire in various years through 2019.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards 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 loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the amount of the
     loss  carryforwards  and,  therefore,   no  deferred  tax  asset  has  been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately  $1,292,000  as of  December  31,  1999,  with an  offsetting
     valuation allowance at year end of the same amount resulting in a change in
     the valuation allowance of approximately $1,292,000 during 1999.


                                      F-13

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - CAPITAL STOCK

     Common Stock - During March 1997,  the Company  issued 25,000 shares of its
     previously  authorized,  but unissued common stock for cash. Total proceeds
     from the sale of stock amounted to $21,000 (or $0.84 per share).

     Services  Rendered - During  February 1998, the Company issued 2,500 shares
     of common stock to non-employee's for services rendered which services were
     valued at $31,050 (or $12.42 per share).  During December 1998, the Company
     issued  10,000  shares  of  common  stock to  non-employee's  for  services
     rendered  which  services were valued at $60,000 (or $6.00 per share).  The
     Company  guaranteed  that one year  from the date of issue the price of its
     common stock would be valued at least $6.00 per share (See Note 13).

     Warrants - During  June 1997,  the Company  granted  warrants to purchase a
     total of 1,463,620  shares of the Company's  common stock at prices ranging
     from $7.20 to $90.00 per share.  The warrants  expire  beginning  April 20,
     1999 through June 26,  2002.  During the years ended  December 31, 1999 and
     1998 and 1997, 0, 7,750 and 54,674  warrants have been  exercised for total
     proceeds of $55,800 and $393,653.

     Public  Offering - During the year ended December 31, 1997, the Parent sold
     16,667 shares of common stock pursuant to a public offering.  This offering
     was  registered  by  qualification  in the  State  of Utah  and was made in
     reliance on Rule 504 of Regulation D under the  Securities Act of 1933. The
     Parent and the sales agent  arbitrarily  determined  an  offering  price of
     $7.20 per share.  Total  proceeds from the stock sold through  December 31,
     1998  amounted  to  approximately  $120,000.  As part of the  offering  the
     Company granted 100,000  warrants to purchase the Company's common stock at
     $7.20 per share to three entities and two individuals  for services.  As of
     December 31, 1998 and 1997,  6,083 and 77,083  warrants have been exercised
     for total  proceeds of $43,800 and  $555,000.  As part of the  offering the
     Company also granted 13,120 warrants to purchase the Company's common stock
     at $7.20 per share to former  shareholders of the Subsidiary  Liberty Mint,
     Inc. in exchange for 157,437 previously issued Subsidiary warrants. As part
     of the  offering,  the Company also granted  5,208  options to purchase the
     Company's  common  stock at $7.20 per share to former  shareholders  of the
     Subsidiary  Liberty  Mint,  Inc. in exchange for 10,417  previously  issued
     Subsidiary options.

     Stock Options - During  November  1997, the Company issued 25,000 shares of
     its common  stock at $9.00 per share.  During  December  1998,  the Company
     issued  135,834  shares of its common stock upon  exercise of stock options
     $3.60 per share.  During December 1999, the Company issued 30,833 shares of
     its common stock for options exercised $3.60 per share.

     Preferred Stock - The Company is authorized to issue  10,000,000  shares of
     preferred   stock,   no  par  value  with  such  rights,   preferences  and
     designations  and to be issued in such series as determined by the Board of
     Directors.

     Stock - During  April 1999,  the  Company  issued  2,000,004  shares of its
     common  stock for total  proceeds  of $800,000  (or $0.40 per  share).  The
     issuance of these shares  resulted in 34%  ownership of the Company.  As of
     the date of this audit $550,792 of the total amount was collected.

     During May 1999,  shareholders of the Company exercised options to purchase
     500,000  shares of common  stock at $.40 per share for  services  valued at
     $200,000.

     During  March  1999,  shareholders  of the  Company  exercised  options  to
     purchase  30,833  shares  of  common  stock at $3.60  per  share  for total
     proceeds of $111,000.

     During  September  1999,  the Company  issued  750,000 shares of its common
     stock to retire debt in the amount of $300,000 (or $0.40 per share).


                                      F-14

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

     During  September  1999 the Company issued 6,667 shares of common stock for
services valued at 2,667 (or $.40 per share).

     During  December  1999, the Company issued 20,834 shares of common stock to
     retire debt, in the amount of $60,000 (or $2.88 per shares).

     During  1999,  shareholders  of the Company  exercised  options to purchase
     82,750  shares of the  Company's  common  stock at $.40 per share for total
     proceeds of $32,500.

     Stock split - During May 1999, the Company  effected a 6 to 1 reverse stock
     split,   which  has  been   retroactively   reflected  in  these  financial
     statements.

NOTE 11 - STOCK OPTIONS

     The Company  applies APB Opinion  No. 25 in  accounting  for stock  options
     granted under the employment agreements, which as of December 31, 1998 were
     cancelled.  Compensation  of $0 and $118,750 was recorded in 1999 and 1998,
     respectively. The Corporation has adopted the disclosure-only provisions of
     Statements  of Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based Compensation".

     The fair value of each  option  granted is  estimated  on the date  granted
     using  the   Black-Scholes   option  pricing  model,   with  the  following
     weighted-average  assumptions  used for  grants  during  the  period  ended
     December 31, 1999: risk-free interest rate of 5.5%, expected dividend yield
     of zero, an expected life of 5 years and expected volatility of 459%.

     A summary of the status of the options granted under agreements at December
     31,  1999,  and changes  during the periods  then ended is presented in the
     table below:

                                                      1999
                                             -----------------------
                                                       Weighted Average
                                             Shares     Exercise Price

                                            --------    ------------
     Outstanding at
      beginning of period                 1,918,900    $       7.08
     Granted                               2,300,000             .40
     Exercised                              (613,583)            .56
     Forfeited                              (278,835)              -
     Canceled                                (22,917)              -
                                            --------    ------------
     Outstanding at end of Period          3,303,565    $       4.21
                                            --------    ------------
     Exercisable at end  of period         2,091,917    $       1.40
                                            --------    ------------
     Weighted average fair value of
       options granted                     2,300,000    $          -
                                           ---------    ------------

                                      F-15

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11  - STOCK OPTIONS [Continued]

     A summary of the status of the  options  outstanding  under  agreements  at
December 31, 1999 is presented below:

<TABLE>
<CAPTION>

                                             Options Outstanding                           Options Exercisable
                                        ------------------------------------------          -------------------------
                                          Weighted-Average       Weighted Average                   Weighted-Average
          Range of          Number            Remaining              Exercise          Number           Exercise
       Exercise Prices    Outstanding     Contractual Life             Price         Exercisable          Price
        -------------       ----------       --------------        ---------------   ------------    ---------------
<S>                        <C>            <C>                  <C>                 <C>              <C>
      $   .40               1,717,250         4.3 years          $      .40           1,717,250      $       .40
      $  6.00                 807,382         4.2 years          $     6.00             233,001      $      6.00
      $  6.00                 566,667         4.5 years          $     6.00                  -       $         -
      $  5.76                   8,333         2.3 years          $     5.76               8,333      $      5.76
      $ 12.96                 203,933         1.2 years          $    12.96                  -       $         -
</TABLE>

     The Company accounts for options  agreements  under  Accounting  Principles
     Board  Opinion No. 25,  "Accounting  for Stock  Issued to  Employees",  and
     related  interpretations.  Had  compensation  cost for these  options  been
     determined,  based on the fair value at the grant  dates for  awards  under
     these  agreements,  consistent  with the method  prescribed by Statement of
     Financial   Accounting  Standards  No.  123,  "Accounting  for  Stock-Based
     Compensation",  the Company's net loss would have been the proforma amounts
     as indicated below:

                                                    For the Year Ended
                                                       December 31,
                                                 -------------------------
                                                   1999             1998
                                                ------------      ------------
          Net Loss         As reported      $    (3,901,813) $     (1,720,525)
                           Proforma         $    (3,901,813) $     (1,720,525)

          Loss per Share   As reported      $         (2.25) $          (2.15)
                           Proforma         $         (2.25) $          (2.15)

NOTE 12 - RELATED PARTY TRANSACTIONS

     The Company entered into certain  transactions with related individuals and
     entities resulting in the following balances at December 31, 1999.

     Notes Payable to  stockholders - During December 1997, a shareholder of the
     Company loaned the Company $200,000 at 12% interest compounding yearly. The
     note due on  demand.  At  December  31,  1999 and  1998,  accrued  interest
     amounted to $46,978 and $27,167.

NOTE 13 - LITIGATION, CONTINGENCIES AND COMMITMENTS

     Stock guarantee - During December 1998, the Company issued 10,000 shares of
     its common stock for advertising  services performed valued at $60,000. The
     Company  guaranteed the advertising  company that one year from the date of
     issue they would be able to sell their 10,000  shares of common stock for a
     minimum  price of $6.00  per  share  (or for a total  of  $60,000).  During
     September  1999 the Company  issued an  additional  2,677  shares of common
     stock at $.40 per share under the same agent. The Company further agreed to
     issue a sufficient amount of shares to the advertising  Company in order to
     sell and receive  total  proceeds of $100,000 if the trading  price is less
     than $6.00 per share.  As of December  31, 1999 the Company has  recorded a
     $42,500  accrued  expense as the market  price of the common stock was less
     than the guaranteed amount.


                                      F-16

<PAGE>



                        LIBERTY MINT, LTD. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - LITIGATION, CONTINGENCIES AND COMMITMENTS [Continued]

     Sale of  Subsidiary  - During  September  1999 the Company sold all of it's
     shares in  Liberty  Mint,  Inc.  a 90%  owned  subsidiary.  Management  has
     estimated  potential  liability  of  $655,596,  which has been  recorded as
     liabilities of discontinued operations.

NOTE 14 - CREDIT RISK AND CONCENTRATIONS

     Currently,  one customer  accounts for approximately 14 percent of revenue.
     As of December 31, 1999, management believed there were no indications that
     this relationship would be negatively affected in the near future.

     The  Company  has  no  policy  of  requiring   collateral  on  any  of  its
     receivables;  hence, if economic conditions or other unforeseen events were
     to  negatively  impact the economy,  the risk of loss  associated  with the
     Company's  receivables  could  exceed the current  allowance  for  doubtful
     accounts.

     NOTE 15 - SUBSEQUENT EVENTS

     The  Subsidiary  entered  into a new office  lease that calls for a monthly
     payment of $4,705.  The lease term of 3 years,  with options for renewal at
     the end of the lease.

     The  Subsidiary  entered into a licensing  agreement in February  2000. The
     Subsidiary has licensed for twenty-four Norman Rockwell painting images for
     minted medallions. The licensing agreement is for a three year duration.

     The  Company  issued  15,000  shares of common  stock to a  consultant  for
     services performed.

     The Company  issued  200,000  shares of common stock in exercise of options
     and received $80,000.

     The Company purchased equipment of $160,000 from a minority shareholder who
     owns less than 5% of the issued and outstanding common stock, and is not an
     officer or  director.  They paid  $80,000  down  payment  in cash,  and the
     remainder will be paid in monthly payments.


                                      F-17


<PAGE>



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

There were no changes in  accountants or  disagreements  between the Company and
its accountants.

                                    PART III

ITEM  9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors, executive officers, control persons, and significant employees of
the  Company,  their  respective  ages,  and  positions  with the Company are as
follows:

      NAME                          AGE                    POSITION
Daniel R. Southwick                  47                    Director & President
Robert Joyce                         47                    Director & Secretary
Eugene PanKratz                      56                    Treasurer
John Pennington                      49                    Director
William C. Schmidt                   54                    Director
Ralph P. Muller                      59                    Control Person
Ron Lewis                            46                    Significant Employee

Daniel R.  Southwick,  47, has served as president and a director of the Company
since April 1999.  Mr.  Southwick  was elected a Director in April 1999 to serve
for one year, or until his successor is elected and  qualified.  From  September
1996 until April 1999 he served as vice-president of corporate development and a
Director  for the Company.  From  September  1996 until June 1997,  he served as
Vice-President  of Corporate  Development  for Liberty Mint,  Inc. He has been a
small business  entrepreneur  since 1977. Past experience  includes President of
International Trade & Investments,  Ltd., a placer mining company, and President
of Parkside  Industries,  Inc., a telecom  reseller company located in Sarasota,
Florida.  From 1992 to 1996,  Mr.  Southwick  served as  president  of  Parkside
Industries,  Inc.  Mr.  Southwick  has 8 years  experience  with public  company
development.

Robert Joyce,  47, serves as Secretary and a Director of the Company.  Mr. Joyce
was  elected a Director  and  Secretary  of the  Company  in April of 1999.  His
current term as a Director is to serve for one year,  or until his  successor is
elected and  qualified.  Mr. Joyce was first  elected a director in June of 1997
and has served as a Director  continuously since that time. From June 1997 until
April 1999 he served as the senior vice-  president  for the Company.  A 25-year
veteran of the entertainment  industry,  Joyce worked in the production business
with such artists as Sly & The Family Stone, David Bowie, and James Taylor among
others.  Mr. Joyce wrote and implemented the SuperStar  Commemorative  Collector
Series marketing plan, a major product of the Company. From 1994 until 1997, Mr.
Joyce  served as General  Manager  of Studio  Instrument  Rentals  of  Hollywood
California  ("SIR").  SIR is the number one provider of rented musical equipment
in the world.  From 1992 to 1994,  Joyce was  president  and CEO of Green Suites
International,  a company  specializing in environmental  services for the hotel
industry.

                                       16


<PAGE>



Eugene PanKratz,  56, has three and one half years public accounting  experience
with We. Soria & Company in San Jose, California,  including management services
for small businesses,  tax return  preparation,  consulting and tax planning for
individuals,  partnerships and corporations.  He has ten years experience in the
private sector including Controller for North American Manufacturing, a division
of the Tally Corporation, Controller for Impulse Designs, and Controller for the
Priddis Group of Lindon,  Utah  (formerly  Priddis Music Corp.) This  experience
also  included  a period  of time  from May 1994 to May 1995  when he  served as
President and Chief Operations  Officer of the Priddis Group. From December 1995
until May of 1998, Mr.  Pankratz was self employed as an independent  accountant
and consultant.  Mr. Pankratz has served as Controller of Liberty Mint,  Inc., a
subsidiary of the Company,  from June 1998 until  September of 1999 when Liberty
Mint, Inc., was sold by the Company. Since April 1999 he has served as Treasurer
of the Company, and since September 1999 he has served as President of The Great
Western  Mint,  Inc., a Subsidiary  of the Company.  He attended  Brigham  Young
University and is currently  enrolled at Thomas Edison State College where he is
working on a Bachelor of Arts degree in Business  Management  with an Accounting
emphasis.  He passed the Internal Revenue Service  Enrolled Agent's  examination
and is eligible  to practice  before the IRS. He has served as a Director of the
Lindon/Pleasant Grove Chamber of Commerce.

John Pennington, 49, has served as a Director of the Company since July of 1998.
In April,  1999 Mr.  Pennington  was re-elected to the Board of Directors of the
Company for a one year term, or until his successor is elected and qualified. He
also serves as President of Liberty Mint  Marketing,  Inc., a subsidiary  of the
Company. Mr. Pennington is a graduate of the University of Miami and has over 20
years of sales and marketing  experience.  Mr.  Pennington  held the position of
Vice  President of Telesales  and Services  with  Vacation  Break U.S.A.  of Ft.
Lauderdale,  Florida from May 1994 until July 1998.  Prior to May of 1994 he had
served as a Vice  President of Sales and Marketing with  Cooperative  Retirement
Services and Vice President of National  Accounts with Ryder P.I.E.  Nationwide.
In  these  roles  he  had  Senior  Executive   responsibilities  for  sales  and
operations, domestically and internationally.  Since January 1, 1999, Pennington
has served on the board of Imperial Majesty Cruise Line and International  Water
Makers. Pennington presently oversees Liberty Mint's direct marketing efforts.

William C. Schmidt, 54, has been serving as a Director of the Company since July
of 1998.  In April,  1999,  he was  reelected  to the Board of  Directors of the
Company for a one year term, or until his successor is elected and qualified. He
is a graduate of  Susquehanna  University  with a Bachelor of Science  degree in
accounting.  Schmidt  is a  Certified  Public  Accountant  and a  member  of the
American  Institute of Certified  Public  Accountants  since 1971.  Schmidt then
partnered  with a  regional  CPA firm and  specialized  in  corporate  taxes and
acquisition  financing.  He was vice  president  of special  projects  and chief
financial  officer  of  Vacation  Break  USA,  Inc.  from  October of 1991 until
December  of 1997.  From  January of 1998 until the  present,  Schmidt  has been
serving as the  executive  vice  president  of  American  Investment  Properties
("AIP"), an investment advisory company.  Mr. Schmidt is an employee of AIP, but
has no ownership interest in AIP.

Ralph P. Muller, 59, is a graduate of Widner  University.  Mr. Muller retired as
CEO of Vacation Break USA, Inc. in 1997. He served as CEO of Vacation Break USA,
Inc. from 1988 through 1997.

Ron Lewis,  46, is 13 credits from receiving a B.S. degree in Public  Relations.
Lewis worked as an account executive (salesman) for Liberty Mint, Inc. from June
of 1988 until it was  acquired by the Company in June of 1997.  Since June 1997,
Lewis has worked as an account executive for the Company. He currently works for
The GWM,  a  subsidiary  of the  Company.  Mr.  Lewis  does not own stock of the
Company.



                                       17


<PAGE>



Compliance with Section 16(a) of the Exchange Act

Based  solely upon a review of Forms 3, 4 and 5 furnished  to the  Company,  the
Company is not aware of any person who at any time  during the fiscal year ended
December 31, 1999 was a director,  officer, or beneficial owner of more than ten
percent of the Common Stock of the Company,  and who failed to file, on a timely
basis,  reports required by Section 16(a) of the Securities Exchange Act of 1934
during such fiscal year.

ITEM  10.           EXECUTIVE COMPENSATION

Compensation of Executives

The following  table provides  summary  information for the years 1999, 1998 and
1997 concerning cash and non-cash compensation paid or accrued by the Company to
or on  behalf  of  the  president  and  the  only  other  employees  to  receive
compensation in excess of $100,000.

<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>
                       Annual Compensation                                   Long Term Compensation
                                                                                         Awards                   Payout
                                                                               Restricted      Securities
      Name and                    Salary       Bonus        Other Annual         Stock         Underlying        LTIP     All Other
     Principal          Year        ($)         ($)         Compensation        Award(s)        Options/        payout  Compensation
      Position                                                  ($)               ($)            SARs(#)         ($)         ($)
--------------------  --------  ----------- -----------  ------------------  --------------  ---------------  --------- ------------
<S>                  <C>         <C>        <C>          <C>                  <C>            <C>              <C>            <C>
Daniel R.(2)            1999       69,733           -           -               -              800,000            -            -
Southwick,              1998       71,325           -           -               -                   -             -            -
CEO, Director           1997       69,130           -           -               -             200,000(3)          -            -

Larry Ruff CEO,         1999            -           -           -               -                   -             -            -
Director                1998       83,640           -           -               -                   -             -            -
                        1997       77,330           -           -               -              266,667            -            -
Ron Lewis               1999            -           -           -               -                   -             -            -
Salesperson             1998      142.189           -           -               -                   -             -            -
                        1997      162,369           -           -               -                   -             -            -
--------------------  --------  ----------- -----------  ------------------  --------------  ---------------  --------- ------------
</TABLE>

In 1997 Mr.  Southwick was granted options to purchase  200,000 shares at $6.00,
Mr.  Ruff was  granted  options to  purchase  266,667  shares at $6.00.  All are
vesting at the rate of one-third  per year.  In 1999 Mr.  Southwich  was granted
options to purchase 600,000 shares at $0.40.

Compensation of Directors

Currently, there is no plan to compensate Directors of the Company.

--------
         (2) Dan Southwick  became  CEO  on  April  23rd  1999,  prior  to  this
appointment  Mr.  Southwick  served  as  Senior  Vice  President  for  corporate
development.

         (3) These options have expired.

                                       18


<PAGE>



ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following table sets forth certain  information  concerning the ownership of
the  Company's  Common  Stock as of March 27,  2000,  with  respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the  Company's  Common Stock,  (ii) all  directors;  and (iii)  directors and
executive  officers  of the  Company  as a group.  The  notes  accompanying  the
information in the table below are necessary for a complete understanding of the
figures  provided  below.  As of March 27, 2000 there were 4,894,710 post 6 to 1
reverse split shares of common stock outstanding.
<TABLE>
<CAPTION>

  Title of Class         Name and Address of Beneficial         Amount and Nature of         Percent
                                   Ownership                    Beneficial Ownership        of Class
<S>                   <C>                                        <C>                    <C>
   Common Stock          Daniel R. Southwick, Director(4)             407,750(5)              7.99%(6)
   No Par Value               364 West 4620 North
                               Provo, Utah 84604
   Common Stock              Robert Joyce, Director                   766,000(7)              13.59%(6)
   No Par Value                4483 Hazetine Ave.
                         Sherman Oaks, California 91423
   Common Stock            John Pennington, Director                  293,0468                5.65%(6)
   No Par Value                 1539 SE 11th St.
                         Deerfield Beach Florida 33441
   Common Stock            William Schmidt, Director(9)              1,623,621               30.66%(6)
   No Par Value                88 N.E. 5th Avenue
                             Del Ray, Florida 33483
   Common Stock          American Investment Properties              1,623,621(10)           30.66%(6)
   No Par Value               88 N. E. 5th Avenue
                             Del Ray Florida 33483
-------------------    ----------------------------------     ------------------------    ---------------
</TABLE>
     (4)Dan  Southwick is a managing  member of SF  Investments,  LLC which owns
59,063  shares of common  stock of Liberty  Mint,  Ltd.  These  shares have been
attributed to Dan Southwick as part of his total shares.

     (5) This number includes  200,000 options to purchase shares of the Company
at $6.00 and 7,750 at $0.40.


     (6) These percentages  assume all options owned by the person or group have
been exercised.

     (7)This number  includes  200,000 options to purchase shares of the Company
at $6.00 and 541,000 at $0.40.

     (8)This number  includes  288,046 options to purchase shares of the Company
at $0.40.

     (9)These  shares have been attributed to William Schmidt as managing member
of American Investment Properties.

     (10)This number includes  400,000 options to purchase shares of the Company
at $6.00.

                                       19


<PAGE>


<TABLE>
<CAPTION>

  Title of Class         Name and Address of Beneficial           Amount and Nature of             Percent
                     -------------------------------------- ---------------------------------  ---------------
<S>                   <C>                                        <C>                          <C>
 Common Stock                 Ralph P. Muller                       1,663,621(11)                  31.39%(6)
   No Par Value            6400 North Andrews Street
                                   Suite 200
                         Fort Lauderdale, Florida 33309

 Common Stock            All Executive Officers and                  3,130,417                   41.09%(6)
   No Par Value               Directors as a Group
                                 (Five persons)
</TABLE>


Changes in  Control.  There are  currently  no  arrangements  in place that will
result in a change in control of the Company.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended  December 31, 1998,  $47,000 was loaned to the Company for
expenses,  at 8% per annum,  by Larry Ruff,  former CEO of the Company from 1992
until April of 1999. Also,  during the year ended December 31, 1998, the Company
repaid Larry Ruff $31,182.  Accrued  interest of $2,497 has been included in the
outstanding total of $24,802 as of December 31, 1998.

During the year ended December 31, 1998,  three related  shareholders and former
Directors of the Company,  Reed,  Carolyn and Christopher Call, paid expenses on
behalf of the Company and loaned the Company silver and cash for a total loan of
$212,261.  Subsequent  to the year  ended  December  31,  1998,  the  Company is
negotiating to repay this amount with interest at 12% over a three-year period.

During  January  1999,  the Company  authorized  the issuance of 750,000  common
shares to American Investment  Properties at $0.16 per share pursuant to section
4(2) of the  Securities  Act of 1933 in an isolated  private  transaction by the
Company which did not involve a public offering in exchange for $125,000 in debt
owed to  American  Investment  Properties  by the  Company.  At the time of this
transaction  AIP was the owner of in excess of 5% of the  shares of the  Company
and was an accredited investor.  AIP was infusing cash into the Company in early
1999 to keep the Company from having to shut down operations. AIP agreed to take
shares of the Company's stock in exchange for the monies given to the Company to
keep it in operation.

Other than as described  herein the Company is not expected to have  significant
further dealing with affiliates. However, if there are such dealings the parties
will  attempt to deal on terms  competitive  in the market and on the same terms
that  either  party  would  deal  with a third  person.  Presently,  none of the
officers and directors have any  transactions  which they  contemplate  entering
into with the Company, aside from matters described herein.

--------

     (11)This  number  includes  1,623,621  shares and options owned by American
Investment Properties, which is owned by Ralph P. Muller.


                                       20


<PAGE>



ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.  Exhibits  required to be attached by Item 601 of  Regulation
         S-B are listed in the Index to  Exhibits  beginning  on page 13 of this
         Form 10-KSB, which is incorporated herein by reference.

(b)      Reports on Form 8-K.  No reports on Form  8K have been filed during the
         periods covered by this Form 10-KSB.









                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]






                                       21


<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 31 day of March, 2000.

Liberty Mint, Ltd.


 /s/ Daniel R. Southwick
--------------------------------------
Daniel R. Southwick, President 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.

               Signature                  Title                     Date

                                   President and Director        March 31, 2000
/s/ Daniel R. Southwick
--------------------------------
 Daniel R. Southwick


/s/ Robert Joyce                    Secretary and Director       March 31, 2000
--------------------------------
 Robert Joyce


/s/John Pennington                  Director                     March 31, 2000
--------------------------------
 John Pennington


/s/William C. Schmidt
--------------------------------    Director                      March 31, 2000
William C. Schmidt






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<PAGE>



                                Index to Exhibits

EXHIBIT           PAGE

NO.       NO.          DESCRIPTION

2         *    Plan of Reorganization of Liberty Mint, Inc. (incorporated herein
               by reference  from Exhibit 2 to the Company's  Form  10-SB/A-2 as
               filed with the  Securities  and Exchange  Commission on March 27,
               2000).

3(i)      *    Articles of  Incorporation  of the Company  formerly known as St.
               Joseph  Corp.  VI, a Colorado  corporation,  dated March 15, 1990
               (incorporated  herein  by  reference  from  Exhibit  3(i)  to the
               Company's  Form  10-SB/A-2  as  filed  with  the  Securities  and
               Exchange Commission on March 27, 2000).

3(ii)     *    Articles of Amendment for St. Joseph Corp.,  dated July 26, 1993,
               changing  the name of the Company to  Petrosavers  International,
               Inc.  (incorporated herein by reference from Exhibit 3(ii) to the
               Company's  Form  10-SB/A-2  as  filed  with  the  Securities  and
               Exchange Commission on March 27, 2000).

3(iii)    *    Articles of Amendment for Petrosavers International,  Inc., dated
               August  19,  1996,  changing  the  name  of the  Company  to Hana
               Acquisitions, Inc. (incorporated herein by reference from Exhibit
               3(iii)  to  the  Company's  Form  10-SB/A-2  as  filed  with  the
               Securities and Exchange Commission on March 27, 2000).

3(iv)     *    Articles of Amendment for Hana Acquisitions,  Inc., dated June 9,
               1997,  changing  the name of the  Company to Liberty  Mint,  Ltd.
               (incorporated  herein  by  reference  from  Exhibit  3(iv) to the
               Company's  Form  10-SB/A-2  as  filed  with  the  Securities  and
               Exchange Commission on March 27, 2000).

3(v)      *    Articles  of  Incorporation  of  Liberty  Mint,  Ltd.,  a  Nevada
               corporation, dated May 26, 1999 (incorporated herein by reference
               from Exhibit 3(v) to the Company's  Form 10- SB/A-2 as filed with
               the Securities and Exchange Commission on March 27, 2000).

3(vi)     *    Articles of Merger of Liberty  Mint,  Ltd.  changing  domicile to
               Nevada  (incorporated  herein by reference  from Exhibit 3(vi) to
               the Company's  Form  10-SB/A-2 as filed with the  Securities  and
               Exchange Commission on March 27, 2000).

3(ii)     *    By-laws of Liberty Mint, Ltd., a Nevada corporation (incorporated
               herein by reference  from  Exhibit  3(ii) to the  Company's  Form
               10-SB/A-2 as filed with the Securities and Exchange Commission on
               March 27, 2000).

10(i)     *    Lease Agreement with Addendums A and B.  (incorporated  herein by
               reference  from Exhibit 10(i) to the Company's  Form 10-SB/A-2 as
               filed with the  Securities  and Exchange  Commission on March 27,
               2000 ).


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<PAGE>


10(ii)    *    Manufacturing  and  Joint  Distribution  Merchandising  Agreement
               dated  September 1, 1996  (incorporated  herein by reference from
               Exhibit  10(ii) to the Company's Form 10-SB/A-2 as filed with the
               Securities and Exchange Commission on March 27, 2000).

10(iii)   *    Stock Purchase  Agreement  between Liberty Mint, Ltd. and Calbear
               Gas,  LLC  dated  September  23,  1999  (incorporated  herein  by
               reference from Exhibit 10(iii) to the Company's Form 10-SB/A-2 as
               filed with the  Securities  and Exchange  Commission on March 27,
               2000).

10(iv)    *    Option Agreement between Dan Southwick and Calbear Gas, LLC dated
               September 23, 1999 (incorporated herein by reference from Exhibit
               10(iv)  to  the  Company's  Form  10-SB/A-2  as  filed  with  the
               Securities and Exchange Commission on March 27, 2000 ).


21        *    Subsidiaries of Registrant (incorporated herein by reference from
               Exhibit  21 to the  Company's  Form  10-SB/A-2  as filed with the
               Securities and Exchange Commission on March 27, 2000).

23       25    Consent of Independent Public Accountant, dated March 30, 2000.

27       26    Financial Data Schedule "CE"












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