SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB
        Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
(Mark One)
[ X ]     Annual report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 2000

[   ]     Transition report under section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from ___________________ to
______________

                Commission File Number 000-27409


                       Liberty Mint, Ltd.
         (Name of small business issuer in its charter)

            Nevada                          84-1409219
(State or other jurisdiction of     (I.R.S. Employer I.D. No.)
incorporation or organization)

             975 North 1430 West, Orem, Utah  84057
      (Address and Zip Code of principal executive offices)

Issuer's telephone number, including area code: 801-426-6699

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

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

              $.001 par value, common voting shares
                        (Title of class)

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 report(s), 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 is contained in this form, and no
disclosure will be contained, to the best of the 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. [    ]

The issuer's revenue for its most recent fiscal year was:
$2,190,824

The aggregate market value of the issuer's voting stock held as
of April 10, 2001, by non-affiliates of the issuers was $902,832.

As of April 10, 2001, issuer had 40,717,150 shares of its $.001
par value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]
Documents incorporated by reference: none
<PAGE>
PART I

Item 1.  Description of Business.

     Liberty Mint, Ltd., was originally incorporated in the State
of Colorado on March 15,1990 as St. Joseph Corp. VI.  On July 26,
1993, the Company changed its name to Petrosavers International,
Inc., and on September 12, 1996 again changed its name to Hana
Acquisitions Inc.  On June 9, 1997, the Company changed its name
to Liberty Mint, Ltd.  On October 8, 1999, the Company filed
Articles of Merger with the State of Colorado and Nevada,
effecting a change of domicile of the Company to the State of
Nevada.

     On September 23, 1999, the Company sold its 90% interest in
Liberty Mint, Inc., a Utah corporation.

     Currently, the "Company" operates through two subsidiaries.
The Great Western Mint, Inc. ("GWM") provides custom minting
services for corporations, associations, government agencies, 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 entertainment and sports related collectibles.

     The Company has identified two areas which it will attempt
to cultivate through its marketing efforts: 1) growth of its
custom minting business and 2) western art and collectibles.
Through GWM, the company intends to actively pursue business to
business sales and increase custom minting sales.

     Subsequent to the date of this report, Liberty Mint
Marketing, Inc., changed its name to SCCS, Inc. to reflect the
Superstar Commemorative Collector Series.  Because SCCS required
an infusion of capital and management that could not be supported
by the Company, management made the decision to spin-off SCCS in
a dividend distribution to its shareholders.  SCCS will continue
its business of marketing sports and entertainment collectibles.
The Company anticipates the spin-off to be completed by June 15,
2001 and will send all shareholders an information statement
regarding SCCS.

     In connection with the spin-off, the Company will assign its
rights in the licensing agreement and joint distribution contract
with Signatures Network to SCCS.

     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.  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.

The Great Western Mint, Inc.

     For the present time, GWM will focus only on its core custom
minting sales until such time as targeted goals are met.   To
this end, GWM has implemented a sales program and is hiring
additional employees to support this effort.   The program is
designed to be a business to business marketing effort whereby
the Company is vigorously targeting business, institutions and
agencies around the country to purchase the Company's custom
minted products.   The Company anticipates increased sales as a
result of the new sales program.

     As the Company's foundation business, GWM's custom minting
consists of minting of premium and promotional items in both
precious and non-precious metals for corporations and other
organizations.

                           2
<PAGE>

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 to
silver coin incentives.  These projects have usually originated
from the efforts of the Company's representatives who introduce a
concept to prospective corporate clients.

     The Company began supplying Disney with products in 1999.
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 2000, orders from Disney and its
affiliates accounted for approximately 14% of the total revenues
of the Company.

     GWM also conceives and designs collector's sets such as "The
Founding Fathers" and "The Year of the Eagle" to be marketed as
gifts or accumulated by collectors.  As such efforts become
successful, the Company will add more collectible products.

     The Company is in the process of re-establishing its
relationship with Silversmith Group USA to develop new Remington
sculpture products in conjunction with the Frederic Remington Art
Museum.  Historically, the sale of Remington sculptures has been
profitable for the Company.  In the past, the Company cast three
of Remington's sculptures:  The Broncho Buster, The Mountain Man,
and The Rattlesnake.  Each edition consisted of 100 sculptures
cast from 1,000 ounces of pure silver and each edition sold out.
The Company anticipates having new Remington sculptures available
during the summer of 2001.

     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 monthly trade
publications, on the internet and via telemarketing.  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.

     The Company will also employ direct mail marketing methods
and display advertising, especially in relation to its western
art and collectibles products.  The Company has successfully
implemented direct mail on a limited basis in the past and
intends to continue direct mail marketing for specific products.

General

     The Company currently has a product-related website under
development, www.greatwesternmint.com and intends to pursue
aggressive marketing efforts through its website.   The Company
intends the website to provide a method for informing potential
business customers of the diverse applications for custom minting
projects and to market and distribute its custom collectibles.

Competition

      Consumers of collectibles 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.


                                3
<PAGE>


      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 custom minting as well as
exclusive relationships for Western Art and collectibles and
sales to the Disney Organization.  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 and
western art. The Company will attempt to utilize an on going
relationship with Disney and Remington and increased use of print
advertisement in order to provide increased name recognition and
market awareness for its products.

      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 collectible items in the areas of western art
collectibles. These products have appeal to a group of silver
aficionados 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 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.

      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.

Sources and Availability of Raw Materials

     Materials and supplies (except one) including printing,
collateral materials, and packaging are being purchased from at
least two or more suppliers.  Custom boxes for our coins are
currently being purchased from a single supplier, due to the high
cost of tooling and setup.  However, there are other suppliers
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.  They are: The Sunshine Mint, Regency Mint, Monarch Coin,
and 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 difficulty 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.


                                4
<PAGE>

     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 not had material interruptions in
its supply of raw materials, there can be no assurance 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.

Customers - Dependence on One or Few

     The Company currently relies on Disney for approximately 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.

Government Regulation

     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.

Employees

     The Company currently has 13 full time and one part time
employees.  No employees are currently covered by a collective
bargaining contract.

Item 2.  Description of Property.

     The Company currently leases a 6,000 square foot facility
located at 975 North 1430 West, Orem, Utah 84057.  The lease
expires 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 has abandoned its pursuit of recovery against
Liberty Mint Manchester Ltd. in the amount of approximately
$90,000.  The Company shipped product for which it was not paid
and incurred costs for custom materials.  The Company has
determined that chance of recovery is negligible compared to the
cost involved to pursue the claim.

     Both the Internal Revenue Service ("IRS") and the state of
Utah have contacted the Company regarding past withholding tax
due regarding Liberty Mint, Inc.  The Company owes approximately
$150,000 to the IRS and $35,000 to the state of Utah and has
acknowledged the debt on the Company's balance sheet.  The
Company has responded to the IRS and the state of Utah with a
proposal on


                                 5
<PAGE>

repayment of the outstanding debt and is awaiting a response as
to whether or not the proposal is acceptable.  The Company
anticipates entering a settlement agreement with both agencies
whereby the Company will be obligated to make monthly payments.
At the present time, there is no current legal action against the
Company on either of these issues.

     The Utah Department of Consumer Affairs ("UDCA") contacted
the Company on behalf of approximately 15 parties who are owed
money by Liberty Mint, Inc.  The UDCA requested a plan from the
Company to resolve the outstanding debt.  The Company has
extended a settlement offer of its common stock to the parties
who are owed money by Liberty Mint, Inc., and to date, four
parties have accepted shares of restricted stock of the Company
as settlement.  None of the remaining parties or the UDCA have
formally filed any charges against the Company.

     The Company received a Complaint filed in the Superior Court
of California, County of Orange naming Liberty Mint, Ltd. aka
Liberty Mint Marketing, Inc., successor to Liberty Mint, Inc. as
defendant among other parties.  The Complaint was dated April 13,
2000 and was brought by Thomas P. Crawford as Plaintiff.  The
Complaint alleges that Liberty Mint, Inc. violated the terms of
an agreement whereby Liberty Mint, Inc. was to hold monies in
trust for the Plaintiff.  The Complaint asks for an award of
$100,000 from Liberty Mint, Inc.  The Company has investigated
the claims and has determined it may have liability in the amount
of approximately $33,000, with which the Plaintiff agrees.  The
Company has negotiated a settlement for $36,000 with payments
starting on April 27, 2001 at $1,000 and escalating until payoff
which is scheduled for October 2002.

     The Company received a Complaint filed in District Court,
Clark County, Nevada, Case No. A423386, Dept. No. XVII, dated
August 24, 2000, naming Liberty Mint, Ltd., as defendant among
other parties.  The Complaint was brought by Jerry Schuetz as
Plaintiff.  The Compliant alleges that Liberty Mint, Ltd. as
alter ego of other named defendants, executed silver leases with
the Plaintiff and has not made the required payments.  The
Complaint asks for an award of in excess of $150,000 along with
interest, punitive damages in an amount in excess of $10,000 and
attorney's fees and costs.  The Company believes it should not be
a party to the Complaint and that the alleged events occurred in
1985 and 1986, at a time when the Company did not exist and
therefore could not be an alter ego of the named defendants.  The
Company has denied any responsibility and is preparing a response
to the complaint.

     The above legal proceedings are a result of Liberty Mint,
Inc. actions and not a result of current Company operations.  The
Company has since divested itself of Liberty Mint, Inc. and is
attempting to settle certain outstanding claims.

Item 4.  Submission of Matters to a Vote of Securities Holders.

     No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.

                             PART II

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

     The Company's common stock is quoted on the Over the Counter
Bulletin Board under the symbol LMBT.  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
1998, 1999 and 2000 are as follows:


                                 6
<PAGE>                  BID                       ASK
YEAR
   1998          HIGH         LOW          HIGH          LOW

   First        2.4375       1.875         2.5         1.96875
  Quarter

  Second        2.125        0.5625      2.34375       0.96875
  Quarter

   Third       0.71875       0.25        1.03125       0.4375
  Quarter

  Fourth       0.40625       0.0625      0.8125         0.25
  Quarter

YEAR                    BID                       ASK
   1999          HIGH         LOW          HIGH          LOW

   First         0.25        0.0625       .40625        .1875
  Quarter

  April 1        1.25        .15625        1.50         .40625
   thru
  May 11
May 12 thru
  June 30        6.50        1.375        10.125         2.25
(After a 1 for 6
  reverse split)

   Third        3.6875       1.375        4.125          1.75
  Quarter

  Fourth        3.0625       1.125        3.375          1.25
  Quarter

YEAR                    BID                       ASK
   2000          HIGH         LOW          HIGH          LOW

   First        1.4375       0.875        1.625         1.0625
  Quarter

  Second        1.4375        .25         1.75          1.09375
  Quarter

   Third         1.25         0.25         2.62          1.01
  Quarter

Oct. 2 thru      .19         .0111         .23           .013
  Dec. 29 (after
   a 6 for 1
   forward split)

YEAR                    BID                       ASK
    2001          HIGH         LOW          HIGH          LOW

   First         .041        .0215         .045          .022
  Quarter


     As of April 10, 2001, there were approximately 312
shareholders of record holding a total of 40,717,150 shares of
common stock.  The holders of 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


                                7
<PAGE>

 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.

     Other than as identified below as a subsequent event, the
Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in
the foreseeable future. The Company's ability to pay dividends is
subject to limitations imposed by Nevada law. Under Nevada law,
dividends may be paid to the extent that the corporation's assets
exceed its liabilities and it is able to pay its debts as they
become due in the usual course of business.

     Subsequent to the date of this report, the Company has
decided to spin-off its wholly owned subsidiary, SCCS, Inc., in
the manner of a dividend distribution to its shareholders of
record as of April 6, 2001.  Each shareholder of record as of
April 6, 2001 will receive .09824 shares of SCCS, Inc. for each
share of the Company held.

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

Results of Operations for the period ending December 31, 2000 and
1999

     Sales.  Sales for the year ended December 31, 2000 increased
to $2,190,824 from $930,474 for the year ended December 31, 1999,
an  increase  of 235%.  The increase in sales are  primarily  the
result  of  The  Great  Western Mint, Inc. generating  additional
sales pursuant to its business plan.

      Losses. Operating losses improved from $1,187,427  loss  in
1999  to  $808,643 loss in 2000.  This improvement was  primarily
from  increased sales and a reduction in interest  expense.   Net
losses for the year ended December 31, 2000 increased to $808,643
from  $604,212, an increase of  $204,431 or 33.8%.  The  increase
in  losses  was  mainly  attributed to  gains  recorded  in  1999
relating to the sale of Liberty Mint, Inc. which reduced the  net
loss for 1999.

      Expenses. General and Administrative expenses for the year
ended December 31, 2000, decreased to $1,216,940 from $1,243,810
for the year ended December 31, 1999, a decrease of 9%.

      Depreciation and amortization expenses for the years ended
December 31, 2000 and December 31, 1999 were $19,188 and $34,162,
respectively. The increase was due to the acquisition of minting
equipment during 2000.

      The cost of goods sold for the year ended December 31, 2000
was $1,690,756 compared to $616,258 for the year ended December
31, 1999. Cost of goods sold as a percentage of sales for
December 31, 2000 and 1999 respectively, were 77% and 66.2%.  The
increase in the cost of goods sold as a percentage of sales was
primarily attributable to the Company producing more gold
products which have a lower profit margin than silver products in
the year ended December 31, 2000 than for the year ended December
31, 1999.

Results of Operations for the period ending December 31, 1999 and
1998

      Sales. Sales for the year ended December 31, 1999 increased
to $930,474 from $172,549 for the year ended December 31, 1998,
an increase of 539%. The increase in sales are primarily the
result of the startup of a new subsidiary, The Great Western
Mint, Inc., which began operations in September of 1999.

      Losses. Net losses for the year ended December 31, 1999
decreased to $604,212 from $1,720,525 for the year ended December
31, 1998, a decrease of 35%.

      Expenses. General and Administrative expenses for the year
ended December 31, 1999, increased to $1,243,810 from $258,159
for the year ended December 31, 1998, an increase of 481.8 %.


                               8
<PAGE>

Three factors contributed to the increase. First, the sale of
Liberty Mint, Inc., in September 1999 with the accompanying
reclassification related to discontinued operations, applied
retroactively to the financial statements, resulted in a low
number for 1998. Second, In 1998 Liberty Mint Ltd. had one time
expenses consisting of stock traded for advertising,  expensing
of discontinued NFL license, stock transfers and corporate public
relations expense, and salary expense. Third, The beginning of
operations for The Great Western Mint, Inc. in September 1999 and
its operations for the balance of 1999 caused a substantial
increase in general and administrative expenses related to this
subsidiary. This expense for the 4th quarter was $124,448 on
sales of $679,990.

      Depreciation and amortization expenses for the years ended
December 31, 1999 and December 31, 1998 were $34,162 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 $616,258 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 66.2% and 90.5%. The
decrease in the cost of goods sold as a percentage of sales was
primarily attributable to the Company beginning operations of The
Great Western Mint, Inc. which operates at substantially better
profit margins than had been experienced by the Company's
previously owned subsidiaries. The substantial sales of The Great
Western Mint, Inc. were primarily responsible for the substantial
decrease in cost of goods sold as a percentage of sales in 1999.

Liquidity and Capital Resources

     The Company 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 $150,000 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.  In
that event, the Company may have to find additional financing in
the form of loans or sale of equity in the Company.  The current
sources of cash available to the Company consist of (1) revenues
from sales and (2) debt financing through Performance Funding Co.
of Phoenix, Arizona (a factoring line of credit in the amount of
$250,000).  The Company also has outstanding notes receivable for
equity stock purchases in the amount of $124,208 which is
currently delinquent.  The Company is attempting to work out a
payment plan with the debtors to settle the outstanding amount
due.

     The Company is carrying $537,985 on its books as a
contingent liability that represents undelivered silver and gold
and past due payroll taxes of Liberty Mint, Inc. which accrued
during the two years while the Company owned Liberty Mint, Inc.

     During the year ended December 31, 2000, the Company
continued to improve its financial condition.  The Company
increased its revenues over the comparable period in 1999.  While
the Company is still showing an overall loss, the amount of loss
for the year ended December 31, 2000 is significantly less than
the loss shown for the comparable period in 1999.  The Company
continues to stabilize its financial position and expects to
improve revenues and become profitable in 2001 as a result of
spinning off the SCCS, Inc., operations and focusing solely on
the operations of The Great Western Mint.

     Management believes the Company's ability to raise
additional capital to meet its needs depends on the ability to
demonstrate that the Company can generate profits from sales of
its products and services.  If necessary, the Company may raise
additional capital in an equity offering.


                               9
<PAGE>

     The Company will continue to focus on its foundation
business of custom minting programs through The Great Western
Mint, Inc. to increase revenue to bring the Company into
profitability.

     The Company has no material commitments for capital
expenditures for the next twelve months.

     The Company has incurred significant losses during 1998,
1999 and 2000.  As of December 31, 2000, the Company has current
liabilities in excess of current assets of $1,163,560 and has a
stockholder's deficit of $1,023,387. 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 that had surrounded the continued
operation of Liberty Mint, Inc., the Company divested itself of
its interesting Liberty Mint, Inc.  On going efforts to reduce
overhead and focus on the business of GWM have been the
subsequent spin-off of SCCS, Inc.  These divestitures have
allowed the Company to focus on its core business of custom
minting and western art and collectibles, reduce overhead and
expenses and improve operations.  In view of the efforts the
Company is making to control costs and increase sales in a
focused area, the Company believes it can continue as a going
concern.

Item 7.  Financial Statements.

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page 17.

Item 8.  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.

     None.

                            PART III

Item 9.  Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.

     The following table sets forth the name, age, position and
office term of each executive officer and director of the Company
as of December 31, 2000.

Name                	 Age   Position        		  Director or
									  Officer Since

Daniel R. Southwick      48    Director & President       April 1999
Robert Joyce             48    Director & Secretary       April 1999
Eugene Pankratz          57    Chief Financial Officer    April 1999
John Pennington          50    Director                   July 1998
William C. Schmidt       55    Director			    July 1998

     All officers hold their positions at the will of the Board
of Directors.  All directors hold their positions for one year or
until their successors are elected and qualified.  Set forth
below is certain biographical information regarding each of the
Company's executive officers and directors:

     Daniel R. Southwick, 48, 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.


                               10
<PAGE>


     Robert Joyce, 48, 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.

     Eugene PanKratz, 57, 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, 50, 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, 55, 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.


                                11
<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, 2000 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

                   SUMMARY COMPENSATION TABLE
                                                Other Annual
Name  and  Principal  	Year 	  Salary ($)    Bonus ($)   Compensation
Position

Daniel R. Southwick  	 2000    84,000   	 -0-       -0-
 Chief Executive Officer 1999	   69,773    	 -0-       -0-
 Director              	 1998	   71,325    	 -0-       -0-



Larry Ruff           	 2000		-0-      	 -0-       -0-
 Chief Executive Officer 1999       -0-     	 -0-       -0-
 Director                1998	   83,640   	 -0-       -0-



Eugene PanKratz       	 2000   	65,150 	 -0-	     -0-
 Chief Financial Officer 1999       51,006    	 -0-       -0-
               		 1998       21,358 	 -0-       -0-


Robert Joyce             2000	      84,000 	 -0-       -0-
  Secretary              1999	      72,000   	 -0-       -0-
  Director               1998	      60,000    	 -0-       -0-

Ron Lewis                2000            		 -0-       -0-
  Salesperson            1999            		 -0-       -0-
                         1998      142,189  	 -0-       -0-


                                                     Long Term Compensation
                     Year
                           _______________________________________
                                  _________________________
                                       Securities
                           Restricted  Underlying   LTIP    All Other
Name and Principal   Year  Stock       Options/SARs Payouts Compensation
Position                   Awards($)     (#) 		($)


Daniel R. Southwick  2000    -0-           -0-         -0-      -0-
 Chief Executive 	   1999    -0-     3,600,000 	 	 -0-      -0-
  Officer            1998    -0-           -0-         -0-      -0-
 Director

Larry Ruff           2000    -0-           -0-         -0-      -0-
 Chief Executive     1999    -0-           -0-         -0-      -0-
  Officer            1998    -0-           -0-         -0-      -0-
 Director
                                     12
<PAGE>

Eugene PanKratz      2000    -0-     	 -0-         -0-      -0-
 Chief Financial     1999    -0-           -0-         -0-      -0-
Officer              1998    -0-           -0-         -0-      -0-


Robert Joyce         2000    -0-       	 -0-         -0-      -0-
  Secretary          19990   -0-     3,600,000 (1)     -0-      -0-
  Director           1998   -0-            -0-         -0-	    -0-


(1)  The Company granted an option to Daniel Southwick in 1999
for 3,600,000 shares at an exercise price of $0.067 per share.
Mr. Southwick exercised options for 3,217,500 shares in 1999 and
exercised options for 36,000 shares in 2000.

(2)  The Company granted an option to Robert Joyce in 1999 for
3,600,000 shares at an exercise of price of $0.067 per share.
Mr. Joyce exercised options for 249,000 shares in 1999 and
420,000 shares in 2000.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Options/SAR Values

Name       Shares    Value     Number of         Value of
           Acquired  Realized  Unexercised       unexercised in-
           on        ($)       options/SARs at   the-money
           exercise            FY-end (#)        options/SARs at
           (#)                 exercisable/      FY-end ($)
                               unexeercisable    exercisable/
                                                 unexercisable

Dan
Southwick   36,000    1,198       46,500/-0-      -0-/-0-

Robert     420,000   13,860    2,931,000/-0-      -0-/-0-
Joyce

John      1,841,724  60,776    1,728,276/-0-      -0-/-0-
Pennington


Employment Contracts and Termination of Employment and Change in
Control Arrangement.

     There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in
any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's
responsibilities following a change of control of the Company.

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

     The following table sets forth as of April 10, 2001, the
name and the number of shares of the Registrant's Common Stock,
par value $.001 per share, held of record or beneficially by each
person who held of record, or was known by the Registrant to own
beneficially, more than 5% of the 40,717,150 issued and
outstanding shares of the Registrant's Common Stock, and the name
and shareholdings of each director and of all officers and
directors as a group.  Except as otherwise indicated, the persons
named in the table have sole voting and dispositive power with
respect to all shares beneficially owned, subject to community
property laws where applicable.


                                13
<PAGE>


Title of   Name and Address of    Amount and Nature of   Percentage of
Class      Beneficial Owner       Beneficial Ownership   Class


Common    Daniel R. Southwick(1)(4)     2,200,000	     5.4%
          364 West 4620 North
          Provo, UT 84604

Common    Robert Joyce(1)                  51,000          0.125%%
          4483 Hazeltine Ave.
          Sherman Oaks, CA 91423

Common    John Pennington(1)               30,000           .07%
          1539 SE 11th St.
          Deerfield Beach, FL 33441

Common    William Schmidt(1)(2)         8,341,726         20.48%
          88 N.E.  5th Ave.
          Del Ray,  FL  33483

Common    American Investment           7,341,726         18.03%
          Properties(2)(3)
          88 N.E.  5th Ave.
          Del Ray, FL 33483

Common    Ralph P. Muller(3)            7,550,058         18.54%
          6400 N. Andrews St., Suite 200
          Fort Lauderdale, FL 33309




Common    Officers and Directors      10,622,726        26.09%
          as a Group: 4  people

(1)  Officer and/or director.

(2)  This number includes 7,341,726 shares owned by American
     Investment Properties of which William Schmidt is the managing
     member.

(3)  This number includes 7,341,726 shares owned by American
     Investment Properties, which is owned by Ralph P. Muller.

(4)  This amount includes 1,354,378 shares held by SF
     Investments, LLC, an entity owned and controlled by Daniel
     Southwick.

     There are no contracts or other arrangements that could
result in a change of control of the Company.

Item 12.  Certain Relationships and Related Transactions.

     During the year ended December 31, 1998, Larry Ruff, former
CEO of the Company, loaned the Company $47,000 for expenses, at
8% per annum.  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 silver and cash to the Company for a total of
$212,261.


                              14
<PAGE>
These amounts are considered part of the Company's contingent
liability resulting from the divestiture of Liberty Mint, Inc.

     On April 1, 1997, prior to its acquisition by the Company,
Liberty Mint, Inc., secured an SBA loan through First National
Bank of Layton in the amount of $210,000. Personal guarantees
were required from Larry Ruff, a beneficial owner and former
officer and Director of the Company, Howard Ruff, a former
beneficial owner, and Creed and Clarene Law. Larry and Howard
Ruff received no additional consideration for this guarantee.
Creed and Clarene Law, who were already shareholders of Liberty
Mint, Inc., received 50,000 shares of Liberty Mint, Inc., class A
common stock for their guaranty which was only to continue until
1998 when the loan was due to be paid. When the loan was not paid
in 1998, Creed and Clarene Law negotiated with the Company for,
and were granted, options for 200,000 shares of Liberty Mint,
Ltd. at $0.40 per share (market value at the time) for their
continued guarantee of the SBA loan. Because the options were
issued at cost, they had no value and were not treated as an
expense by the Company.  Subsequent to the date of this report,
the Company has issued 100,000 shares of common stock valued at
$3,000 to Creed and Clarene Law for their continued guarantee of
the SBA loan.

     During the year ended 2000, the Company borrowed $75,000
from shareholders, Creed and Clarene Law and secured the loan
with production equipment owned by the Company.  The note carries
interest at 12% per annum and the current balance due at year end
was $76,586.

     The Company has an unsecured note payable to a shareholder,
Bill Wittmann in the amount of $200,000, at 12% per annum.  The
note was due November 18, 2000 and is convertible into common
stock of the Company at 60% of market value.  At December 2000,
accrued interest amounted to $93,956.   The Company is currently
in the process of renegotiating the terms of the note.

     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.

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

Reports on Form 8-K

     No reports on Form 8-K have been filed during the period
covered by this Form 10-KSB.

Exhibits

Exhibit No.         Description
Location

2          Plan of Reorganization of Liberty Mint, Inc.               *

3(i)       Articles of Incorporation of St. Joseph Corp. VI           *

3(ii)      Articles of Amendment for St. Joseph Corp. VI  	          *

3(iii)     Articles of Amendment for Petrosavers International, Inc.  *

3(iv)      Articles of Amendments for Hana Acquisitions, Inc.         *

3(v)       Articles of Incorporation of Liberty Mint, Ltd.            *

3(vi)      Articles of Merger of Liberty Mint, Ltd.                   *


                               15
<PAGE>


10(i)      Lease Agreement with Addendums A and B                     *

10(ii)    Manufacturing and Joint Distribution Merchandising
	    Agreement      						 	    *

10(iii)   Stock Purchase Agreement with Calbear Gas, LLC              *

10(iv)    Option Agreement between Dan Southwick and Calbear Gas, LLC *

*  Incorporated herein by reference to the Company's Form 10-SB/A2 as
   filed with the Securities and Exchange Commission on March 27, 2000.

                           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.

                                   Liberty Mint, Ltd.



Date:_________________            By:_________________________
                                   Daniel Southwick, Chief
					     Executive Officer and Director


Date:__________________		    By:__________________________
                                   Eugene Pankratz, Chief
					     Financial Officer

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


Date:__________________           By:__________________________
                                         Daniel Southwick
                                         Director


Date:___________________          By:___________________________
                                        John Pennington
						    Director



Date:___________________          By:___________________________
                                        William C. Schmidt
						    Director



                              16
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

                CONSOLIDATED FINANCIAL STATEMENTS



                            CONTENTS




                                                           	PAGE

          -  Independent Auditor's Report                      18


          -  Consolidated Balance Sheet, December 31,
               2000                                       19 - 20

          -  Consolidated Statements of Operations,
               for the years ended December 31, 2000
               and 1999                                        21

          -    Consolidated Statement of Stockholders'
                Equity (Deficit) for the years ended
               December 31, 2000 and 1999                 22 - 23


          -  Consolidated Statements of Cash Flows,
               for the years ended December 31, 2000
               and 1999                                   24 - 25


          -  Notes to Consolidated Financial Statements   26 - 37


                                17
<PAGE>












                  INDEPENDENT AUDITOR'S REPORT



Board of Directors
LIBERTY MINT, LTD. AND SUBSIDIARIES
Orem, Utah


We  have  audited the accompanying consolidated balance sheet  of
Liberty Mint, Ltd. and Subsidiaries as of December 31, 2000,  and
the  related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December  31,
2000 and 1999.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of Liberty Mint Ltd. and  Subsidiary  as  of
December   31,  2000  and  the  consolidated  results  of   their
operations and their cash flows for the years ended December  31,
2000  and  1999, 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  incurred
significant  losses in recent years, has current  liabilities  in
excess  of  current  assets  and has a  stockholders'  (deficit).
These  factors raise substantial doubt about the ability  of  the
Company  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.





April 11, 2001
Salt Lake City, Utah



<PAGE>
               LIBERTY MINT, LTD. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEET


                             ASSETS




                                                    December 31,
                                                        2000
                                                    ___________
CURRENT ASSETS:
  Cash and cash equivalents                          $    3,323
  Accounts receivable                                   125,500
  Inventory
168,020
  Prepaid expenses                                      193,296
                                                    ___________
          Total Current Assets                          490,139
                                                    ___________

PROPERTY AND EQUIPMENT, net                             136,773
                                                    ___________

OTHER ASSETS:
  Other assets                                            3,400
                                                    ___________
          Total Other Assets                              3,400
                                                    ___________
                                                     $  630,312
                                                    ____________




                              [Continued]


                                 19
<PAGE>
               LIBERTY MINT, LTD. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEET

                           [Continued]

         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                    December 31,
                                                        2000
                                                    ___________
CURRENT LIABILITIES:
  Accounts payable                                   $  165,599
  Accounts payable - related party                        5,399
  Factoring advances                                     67,339
  Accrued liabilities                                   461,867
  Liabilities of discontinued operations                537,985
  Customer deposits                                     138,924
  Notes payable - related parties                       276,586
                                                    ___________
          Total Current Liabilities                   1,653,699
                                                    ___________
                                                      1,653,699
                                                    ___________

COMMITMENTS AND CONTINGENCIES
  [See Note 13]                                               -

STOCKHOLDERS' EQUITY (DEFICIT):

  Preferred Stock, $.001 par value, 10,000,000 shares
    authorized, no shares issued and outstanding              -
  Common stock, $.001 par value, 50,000,000
    shares authorized, 30,563,260
    shares issued and outstanding                        30,563
  Additional Paid in Capital                          5,822,395
  Retained earnings (deficit)                       (6,752,137)
                                                    ___________
                                                      (899,179)


          Less Stock Subscriptions Receivable         (124,208)
                                                    ___________
          Total Stockholders' Equity (Deficit)      (1,023,387)
                                                    ___________
                                                     $  630,312
                                                    ____________






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


                               20
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF OPERATIONS



                                          For the Year Ended
                                             December 31,
                                      __________________________
                                           2000         1999
                                      _________________________
SALES, net of returns and discounts     $2,190,824  $  930,474

COST OF GOODS SOLD                       1,690,756     616,258
                                      _________________________
GROSS PROFIT                               500,068     314,216
                                      _________________________
OPERATING EXPENSES:
   General and administrative            1,216,940   1,243,810
                                      _________________________
      Total Operating Expenses           1,216,940   1,243,810
                                      _________________________
LOSS FROM OPERATIONS                     (716,872)   (929,594)
                                      _________________________
OTHER INCOME (EXPENSE):
   Interest expense                       (91,771)   (257,833)
                                      _________________________
      Total Other Income (Expense)        (91,771)   (257,833)
                                      _________________________
LOSS FROM  OPERATIONS AND
  BEFORE INCOME TAXES                    (808,643)  (1,187,427)

CURRENT TAX EXPENSE                              -           -

DEFERRED TAX EXPENSE                             -           -
                                      _________________________
     LOSS BEFORE DISCONTINUED OPERATIONS (808,643)  (1,187,427)

   Loss from discontinued operations of
   Liberty Mint, Inc.
     (net of $0 in income taxes)                 -    (978,056)

   Gain on disposition of Liberty Mint, Inc.
     (net of $0 in income taxes)                 -   1,561,271
                                      _________________________
NET LOSS                                 $(808,643) $ (604,212)
                                     ____________________________
LOSS PER COMMOM SHARE:
   Loss from continuing operations      $     (.03) $     (.09)
   Loss from operations of Liberty Mint, Inc.    -        (.08)
   Gain on sale of Liberty Mint, Inc.            -         .12
                                      _________________________
LOSS PER COMMOM SHARE                   $     (.03) $     (.05)
                                     ____________________________








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


                                21
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999

<TABLE>
<CAPTION>

                                         Former Subsidiary's
                                          Preferred Stock          Common Stock     Addditional     Stock
				   				                                       Paid in    Subscription  Accumulated
                                        Shares       Amount      Shares     Amount     Capital     Receivable    (Deficit)
<S>                                    <C>        <C>        <C>           <C>       <C>          <C>         <C>
BALANCE, December 31, 1998              469,978   $  159,792   5,658,618   $ 5,659   $3,792,618   $       -   $  (5,339,282)

March 1999, issuance of
  common stock for cash
  upon exercise of options
  at $.60 per share                           -            -     185,000       185      110,815          -                -

April through May 1999,
  issuance of common
 stock for cash at $.067
  per share                                   -            -  12,496,500    12,496      820,004   (249,208)               -

Rounding shares issued in
  connection with
  6 for 1 reverse split                       -            -         366         -            -          -                -

September 1999, Issuance
  of common stock to retire
  debt at $.067 per share,                    -            -   4,500,000     4,500      295,500          -                -

To reflect the disposal of
   Liberty Mint, Inc. subsidiary,
   September 1999                      (469,978)    (159,792)          -         -            -          -                -

September through October
  1999, Issuance of common
  stock for services at $.067
  per share                                   -            -     130,000       130        8,537          -                -

December 1999, issuance
  common stock for prepaid
  expenses at $.067 per share                -             -   3,000,000     3,000      197,000          -                -

December 1999, issuance
  common stock to retire
  debt at $.48 per share                     -             -     125,000       125       59,875          -                -

Intrinsic value of the beneficial
  conversion feature of convertible
  note payable                               -             -           -         -      133,333          -                -

Net loss for the year ended
  December 31, 1999                          -             -           -         -                       -         (604,212)

BALANCE, December 31, 1999                   -             -  26,095,484    26,095    5,417,682   (249,208)      (5,943,494)
</TABLE>

                           [Continued]


                               22
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999

                           [Continued]
<TABLE>
<CAPTION>
               			Former Subsidiary's
                 			Preferred Stock   	Common Stock     Additional    Stock
          			       ____________________________________     Paid in	Subscription   Accumulated
                       		 Shares  Amount 		Shares  Amount	Capital     Receivable      (Deficit)
                       		 _____________________________________
<S>                               <C> <C>        <C>          <C>          <C>       <C>        <C>
Rounding shares issued in
  connection with 6 for 1
  forward split       	          -       -      	    52      -               - 	 -             -

February through March 2000,
  options exercised at $.067
  per share, for cash  		    -       -        1,236,000   1,236        81,164         -             -

February through April 2000,
  options exercised at $.067
  per share, for cancellation
  of debt              		    -       -        2,261,724    2,262       148,519        -             -

March 2000, options exercised
 at $.067 per share, for services -       -           90,000       90         5,910        -             -

July 2000, stock issued at
  $.1667 per share, for cash      -       -          600,000      600        99,400        -             -

September 2000, stock issued
  at $.25 per share, for services -       -          280,000      280        69,720        -             -

Collections on stock subscription
receivable                        -       -                -        -       125,000        -             -

Net loss for the year ended
  December 31, 2000               -       -                -        -             -        -      (808,643)

BALANCE, December 31, 2000        -   $   -       30,563,260  $ 30,563   $5,822,39  $(124,208) $(6,752,137)
</TABLE>

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


                               23
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS

        Increase (Decrease) in Cash and Cash Equivalents

                                              	       For the Years Ended
                                              	          December 31,
                                                      2000               1999

Cash Flows Provided by Operating Activities:
  Net loss                                      $  (808,643)      $   (604,212)

  Adjustments to reconcile net loss
    to net cash used by operating activities:
     Depreciation and amortization                    19,188    		34,162
     Non-cash expenses, including stock issued for
      services & interest expense                 	76,000   	     368,667
     Loss on sale of equipment                        17,592                 -
     Net gain on disposition of subsidiary                 -        (1,561,271)
     Non-cash expense relating to advances to former
      subsidiary   						     -         1,087,853
     Changes in assets and liabilities:
      (Increase) decrease in accounts receivable     178,124 	    (396,524)
      (Increase) decrease in inventory   		     648,923          (697,333)
      (Increase) decrease in prepaid expenses         11,560            11,499
      (Increase) decrease in other assets              3,000            (2,318)
      Increase in accounts payable     	            89,078           214,068
      Increase in accounts payable - related party     5,399                 -
      Increase (decrease) in factoring advances      (30,846)          199,948
      Increase in accrued liabilities                293,269            51,486
      Increase (decrease) in customer deposits      (660,698)          618,189
      (Decrease) in liabilities of discontinued
       operations						    (100,800)                -

         Net Cash (Used) by Operating Activities    (258,854)         (675,786)

Cash Flows Provided by Investing Activities:
  Purchases of property and equipment               (192,478)          (51,728)
     (Purchase) sale of US treasury bonds, net             - 		 4,857
     Proceeds from sale of equipment    			16,811                 -

     Net Cash (Used) by Investing Activities        (175,667)          (46,871)

Cash Flows Provided by Financing Activities:
  Proceeds from notes payable - related party        156,586                 -
  Payments on  notes payable - related party         (80,000)                -
  Proceeds from common stock Issuances               307,400           694,292

       Net Cash Provided by Financing Activities     383,986           694,292

Increase (Decrease) in Cash and Cash Equivalents     (50,535)          (28,365)

Cash and Cash Equivalents at Beginning of Period      53,858            82,223

Cash and Cash Equivalents at End of Period          $  3,323      $     53,858
                                                      _______________________




                           [Continued]


                              24
<PAGE>
               LIBERTY MINT, LTD. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS

        Increase (Decrease) in Cash and Cash Equivalents

                           [Continued]

                                                     For the Years Ended
                                                         December 31,

                                                        2000      1999

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
   Interest                                            $     -  $      -
   Income taxes                                        $     -  $      -

Supplemental Disclosures of Non-Cash Investing and
Financing Activities:
  For the year ended December 31, 2000:
     The  Company  issued  370,000 shares  of  common  stock  for
     services valued at $76,000.

     The Company issued 2,261,724 shares of common stock for debt
     valued at $150,781.

  For the year ended December 31, 1999:
     The  Company  issued 130,000 shares of  common  stock  to  a
     consultant for services rendered valued at $8,667.

     The  Company  issued a total of 3,000,000 shares  of  common
     stock in exchange for prepaid expenses valued at $200,000.

     The  Company  issued a total of 4,500,000 shares  of  common
     stock for services valued at $300,000.

     The  Company  accounted for intrinsic  value  of  beneficial
     conversion   feature  of   convertible  note   payable   for
     $133,333.



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


                              25
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Business   and   Basis  of  Presentation  -  The   consolidated
  financial  statements include the following  accounts:  Liberty
  Mint,  Ltd.  ("Parent") (a Nevada Corporation incorporated   as
  of  October  8,  1999  to  change the state  of  domicile  from
  Colorado).  Parent  was formerly  known as  Hana  Acquisitions,
  Inc.,  a  Colorado Corporation incorporated on March  13,  1990
  (Then  a  shell  entity  with  no operations).  The  Parent  is
  engaged  in  custom minting, marketing and sales of sculptures,
  and  the creation of propriety minted collectibles through  its
  wholly  owned subsidiary The Great Western Mint, Inc.  ("GWM"),
  a  Utah  Corporation  organized on  September  20,  1999.   The
  Parent   is   also  engaged  in  licensing  and  marketing   of
  entertainment  related collectibles through  its  wholly  owned
  subsidiary  Liberty  Mint  Marketing,  Inc.   ("LMM"),  a  Utah
  corporation organized on July 2, 1998.  Subsequent to the  year
  ended  December 31, 2000, the Company spun off LMM through  the
  distribution  of  approximately  4,000,000  of  the   4,500,000
  shares  held by the Parent to the shareholders of Parent  on  a
  pro  rata basis without payment or consideration (See Note 16).
  The  Parent  was  engaged through September  30,  1999  in  the
  custom  minting  and foundry of precious metal coins,  statues,
  medallions and other collectibles through its previously  owned
  subsidiary Liberty Mint, Inc. ("LMI") at which time the  Parent
  sold  it's approximate 90% interest in the subsidiary (See Note
  2).

  Consolidation   -     The  consolidated  financial   statements
  include  the  accounts  of  the  Parent  and  its  subsidiaries
  (through  the  dates  of  disposition  of  subsidiaries).   All
  significant intercompany transactions between Parent  and  GWM,
  LMM, and LMI have been eliminated in consolidation.

  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.

  Accounts  Receivable  -  The  Company  factors  their  accounts
  receivable  with  a  financial institution  at  85%  with  full
  recourse.  At  December 31, 2000, $67,339,  has  been  received
  from  factoring  accounts receivable  and  is  presented  as  a
  liability as the underlying accounts receivable have  not  been
  collected.

  Inventory  - Inventory at December 31, 2000, consists  of  gold
  plated   coins,  silver  coins,  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).

  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.

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

  Advertising  Expense  -  Advertising  costs  are  expensed   as
  incurred.  Advertising expense amounted  to  $35,880,  for  the
  year ended December 31, 2000.


                              26
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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).

  Loss  Per  Share  - The Company calculates loss  per  share  in
  accordance  with  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.  (See
  Note 8).

  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.

  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.

  Recently  Enacted Accounting Standards - Statement of Financial
  Accounting Standards (SFAS) No. 136, "Transfers of Assets to  a
  not for profit organization or charitable trust that raises  or
  holds contributions for others", SFAS No. 137, "Accounting  for
  Derivative  Instruments and Hedging Activities  -  deferral  of
  the  effective date of FASB Statement No. 133 (an amendment  of
  FASB  Statement No. 133)", SFAS No. 138 "Accounting for Certain
  Derivative  Instruments and Certain Hedging  Activities  -  and
  Amendment  of SFAS No. 133", SFAS No. 139, "Recission  of  SFAS
  No.  53 and Amendment to SFAS No. 63, 89 and 21", and SFAS  No.
  140,  "Accounting to Transfer and Servicing of Financial Assets
  and  Extinguishment  of  Liabilities",  were  recently  issued.
  SFAS   No.  136,  137,  138,  139  and  140  have  no   current
  applicability  to the Company or their effect on the  financial
  statements would not have been significant.

  Restatement  -   The  financial  statements  for  all   periods
  presented  have  been restated to reflect a  1  for  6  reverse
  stock  split effective May 1999,  a 6 for 1 forward stock split
  effective  August  2000,  and  to  reflect  the  prior   period
  adjustments (See Note 15).

NOTE 2 - DISCONTINUED OPERATIONS

  On  June  24,  1997,  the Parent acquired a  majority  interest
  (approximately 90%) in a Liberty Mint, Inc., "LMI", by  issuing
  620,906  shares  of  the Parent's common  stock  for  7,450,864
  shares  of  common stock of LMI.  The acquisition was accounted
  for  as  a recapitalization of LMI as the shareholders  of  LMI
  controlled  the combined Company after the acquisition.   There
  was  no  adjustment to the carrying values  of  the  assets  or
  liabilities  of  the  Parent  or  LMI  as  a  result   of   the
  recapitalization.   The  merger has been  accounted  for  as  a
  reverse   purchase.   Accordingly,  LMI  is  treated   as   the
  purchaser   in  the  transaction.  During  1997,   the   Parent
  purchased  an additional 82,353 shares of LMI common stock  for
  $28,000.   During  1998,  the Parent  purchased  an  additional
  28,510  shares of LMI common stock for $8,078 in  cash  and  by
  issuing  396  shares of the Parent's common stock at  $.34  per
  share.  On September 23, 1999 the Parent sold all of its shares
  in LMI.


                               27
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS [Continued]

  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 operations on  the  statement
  of  operations  for  all periods presented.   Revenue  for  the
  years  ended  December  31, 2000, and 1999  relating  to  these
  operations was $0 and $3,928,625, respectively.

  The  following is a condensed proforma statement of  operations
  that  reflects what the presentation would have  been  for  the
  periods  ended  December  31, 1999 , if  the  Company  had  not
  discontinued it's previous operations:

                                    For the
                                   Years Ended
                                  December 31,

                                      1999

  Net revenues                      $4,859,099
  Cost of Good Sold                 (4,174,425)
  Other operating expense           (2,501,138)
  Other income (expenses)             (349,019)
  Provision for income taxes                 -

  Net loss                         $(2,165,483)

  Loss per common share:           $      (.17)


NOTE 3 - GOING CONCERN

  The  Company  has incurred significant losses in recent  years,
  has  current  liabilities  in  excess  of  current  assets   of
  $1,163,560  at  December  31, 2000,  and  has  a  stockholders'
  deficit.  These  factors  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.


                              28
<PAGE>


               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2000:

    Production equipment, pledged as collateral for
          note payable (See note 7)                      $  121,447
    Leasehold improvements                                   13,769
    Computer equipment                                        9,970
    Office furniture                                         10,100

                                                            155,286
    Less:   accumulated depreciation
            and amortization                                (18,513)

                                                        $   136,773


  Depreciation  and  amortization expense  for  the  years  ended
  December  31,  2000  and 1999, amounted to  $19,188  and  $206,
  respectively.

NOTE 5 - INVENTORY

  Inventory consists of the following at December 31, 2000:

  Gold  coins, silver coins, held by The Great Western Mint 154,920
  Memorabilia coins held by Liberty Mint Marketing           13,527
  Inventory on consignment                                    2,806

          Less allowance for slow moving inventory           (3,233)

              Total inventories                         $   168,020



NOTE 6 - ACCRUED LIABILITIES

  The  following is a summary of accrued liabilities as of
  December 31, 2000:

     Payroll costs                                     $   270,168
     Contingency on stock guarantee                         94,000
     Accrued interest                                       97,700

                                                       $   461,868



                               29
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE - RELATED PAYABLE

  During 1997 the Company issued a $200,000 12% convertible  note
  payable  to a shareholder of the Company. The interest  on  the
  note  is  payable quarterly.  The note matured on November  18,
  2000.    The   note  with  any  related  accrued  interest   is
  convertible into common stock of the Company at the  option  of
  the  holder  at  60% of the fair market value  of  the  Company
  common  stock on the date of conversion.   The intrinsic  value
  of  the  beneficial conversion feature on the date of  issuance
  was  $133,333,  which  was  charged  to  interest  expense  and
  credited to additional paid in capital.  At December 31,  2000,
  the  Company owed accrued interest of $89,276 on the note.  The
  note  is in default and no interest or principle payments  have
  made  against  the  note.  At December 31, 2000,  the  note  is
  convertible  into   approximately,  15,428,031  shares  of  the
  Company's common stock.

  During  2000, the Company purchased $156,586 of equipment  from
  a  shareholder of the Company through the payment of $80,000 in
  cash  and  the issuance of a $76,586, 12% secured note payable.
  The  equipment was previously owned by LMI, but was  foreclosed
  on  and  acquired by the shareholders from the Company  due  to
  their  personal  guarantee  of  debt  of  LMI.   The  equipment
  purchase is collateral for the note payable.

  The  following  is a summary notes payable to related  parties,
  as of December 31, 2000:

     12% unsecured convertible note payable to a shareholder,
       due November 18, 2000                      $     200,000

     12% secured note payable to a shareholder,
       due upon demand                                   76,586

                                                   $    276,586

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, 2000 and 1999:

                                               For the Years Ended
                                                   December 31,

                                                2000         1999

     Loss from continuing operations available
        to common stockholders (Numerator)    $(808,643)  $(1,187,427)

      Loss from discontinued operations of Liberty
	  Mint, Inc.(Numerator)                 $       -    $ (978,056)

      Gain on disposal of Liberty Mint,
	  Inc. (Numerator)                      $       -    $1,561,271

     Weighted average number of common shares
       outstanding used in basic earnings per
	 share (Denominator)                    9,361,000    12,919,104

     Weighted number of common shares and potential
       dilutive common shares outstanding used in
         dilutive earnings per share
	   (Denominator)                            N/A          N/A


  The  Company  had  at December 31, 2000 and 1999,  options  and
  warrants   outstanding  to  purchase  3,303,565  and  3,303,565
  shares  of  common stock, respectively, at prices ranging  from
  $.067  to  $2.66  per  share, that were  not  included  in  the
  computation of diluted loss 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).


                               30
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - INCOME TAXES

  The  Company  accounts  for  income taxes  in  accordance  with
  Statement  of  Financial Accounting Standards  (SFAS)  No.  109
  Accounting for Income taxes.  SFAS 109 requires the Company  to
  provide  a  net deferred tax asset or liability  equal  to  the
  expected  future tax benefit or expense of temporary  reporting
  differences  between book and tax accounting and any  available
  operating  loss or tax credit carryforwards.  At  December  31,
  2000,  the total of all deferred tax assets was $1,804,172  and
  the  total  of  the deferred tax liabilities  was  $2,106.  The
  amount  of  and ultimate realization of the benefits  from  the
  deferred  tax  assets for income tax purposes is dependent,  in
  part,  upon  the  tax  laws  in effect,  the  Company's  future
  earnings, and other future events, the effects of which  cannot
  be  determined.   Because  of the uncertainty  surrounding  the
  realization  of  the  deferred  tax  assets,  the  Company  has
  established a valuation allowance of $1,802,066 as of  December
  31,  2000,  which has been offset against the net deferred  tax
  assets.   The net change in the valuation allowance during  the
  year   ended   December  31,  2000  amounted  to  approximately
  $290,157.

  The   components   of  income  tax  expense   from   continuing
  operations for the year ended December 31, 2000 consist of  the
  following:
                                               2000     1999
                                          ______________________
    Current income tax expense
     Federal                                 $     -        -
     State                                         -        -
                                          ______________________
      Net tax expense                              -        -
                                          ______________________
    Deferred tax expense (benefit) arising from:
     Excess of tax over financial
       accounting depreciation              $  1,656  $(19,070)
     Reserve for doubtful accounts              (719)   (2,191)
     Accrued Compensation                      6,749    13,580
     Allowance for trade credits             (58,440)        -
       Allowance  for  inventory  valuation   (1,196)        -
     Accrued expenses                         (1,383)   (1,749)
     Accrued stock guarantee                 (19,055)  (15,725)
     Contingent liability of former
	 operations                             30,787  (242,570)
     Capital loss carryover                        -  (752,488)
      Net  operating  loss carryforward     (248,556)  102,080
     Valuation allowance                     290,157   918,133

      Net deferred tax expense              $      -  $      -


  Deferred   income  tax  expense  results  primarily  from   the
  reversal  of  temporary  timing  differences  between  tax  and
  financial statement income.

  A   reconciliation  of  income  tax  expense  at  the   federal
  statutory   rate  to  income  tax  expense  at  the   Company's
  effective rate is as follows:
                                               2000     1999

     Computed tax at the expected statutory
	rate                               $ (274,939) $(1,322,000)
      State and local income taxes, net
	 of federal benefit                   (24,259)    (116,647)
    Non-deductible expenses                    9,041      51,071
    Compensation expense                           -      22,916
    Sale of subsidiary                             -     470,255
    Valuation Allowance                      290,157     918,133
    Other items                                    -    (23,728)

       Income tax expense                   $      -  $     -




                                 31
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - INCOME TAXES [Continued]

  As  of December 31, 2000 the Company has net tax operating loss
  (NOL)  carryforwards available to offset its future income  tax
  liability   of  approximately  $1,900,000,  respectively   that
  expire in various years through 2020. As of December 31,  2000,
  the  Company  has  capital  loss carryforwards  to  offset  its
  future  income  tax  liability of approximately  of  $1,900,000
  that expire in various years through 2004.


  The  temporary differences and carryforwards gave rise  to  the
  following deferred tax asset (liability) at December 31, 2000:

                                               2000
                                          ___________
      Excess  of  tax  over financial
	  accounting  depreciation           $  (2,106)
     Reserve for doubtful accounts             4,217
     Charitable contribution carryover           185
     Accrued Compensation                      2,588
     Allowance for trade credits              58,440
     Allowance for inventory valuation         1,196
     Accrued expenses                          3,130
     Accrued stock guarantee                  34,780
     Contingent liability of former
	operations                             211,783
     Capital loss carryover                  752,488
     Net operating loss carryforward         735,365

NOTE 10 - CAPITAL STOCK

  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  splits  - During the year ended December 31,  2000,  the
  Company  effected a 6 for 1 forward stock split.  In May  1999,
  the  Company  effected  a  1  to 6 reverse  stock  split.   The
  accompanying  financial  statements  have  been   restated   to
  reflect these stock splits.

  Stock  Subscription Receivable - During April 1999, the Company
  issued  12,000,000  shares  of  its  common  stock  for   total
  proceeds  of  $800,000 (or $.067 per share).  The  issuance  of
  these  shares resulted in 34% ownership of the Company.  As  of
  December  31, 2000, $675,792 of the total amount was collected.
  The  balance  of $124,208 is reflected as a stock  subscription
  receivable  on the financials and is classified as a  reduction
  to stockholders equity.

  Warrants  -  At  December 31, 2000, the  Company  had  warrants
  outstanding  to  purchase a total of 2,956,667  shares  of  the
  Company's  common stock at prices ranging from $1.20 to  $15.00
  per  share.   The  warrants expire June 26, 2002.   During  the
  years  ended December 31, 2000 and 1999,  0 and 7,750  warrants
  have been exercised for total proceeds of $0 and $55,800.

  Stock  Options  -  During  November 1997,  the  Company  issued
  150,000 shares of its common stock at $1.50 per share.   During
  December 1998, the Company issued 135,834 shares of its  common
  stock  upon  exercise of stock options $.60 per share.   During
  December 1999, the Company issued 185,000 shares of its  common
  stock for options exercised at $.60 per share.

  Stock  Value  Guarantee  -During  December  1998,  the  Company
  issued  60,000 shares of common stock for advertising  services
  which  services  were valued at $60,000 (or $1.00  per  share).
  During 1999, the Company issued an additional 40,000 shares  of
  common  stock  for advertising services which  were  valued  at
  $40,000.   The Company guaranteed that one year from  the  date
  of  issue,  the value of the 100,000 shares would be  at  least
  $100,000.   During  2000,  the  Company  issued  an  additional
  100,000  shares  of common stock valued at $.25  per  share  in
  partial settlement of the price guarantee (See Note 13).


                                32
 <PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

  Stock  Issuances  - During September 2000, the  Company  issued
  180,000  shares  of common stock for services rendered,  valued
  at $45,000, or $.25 per share.

  During  September  2000, the Company issued 100,000  shares  of
  common stock for services rendered, valued at  $25,000 or  $.25
  per share.

  During  July 2000, the company issued 600,000 shares of  common
  stock  for $100,000 cash, or $.1667 per share. The Company  had
  previously  authorized and issued options  to  purchase  common
  stock at $.1667 per share.

  From  February through April 2000, the company issued 2,261,724
  shares  of common stock for debt valued at $150,781,  or  $.067
  per  share,  upon  the  exercise of previously  authorized  and
  issued options to purchase common stock at $.067 per share.

  From  February through April 2000, the Company issued 1,236,000
  shares  of common stock for cash of $82,400, upon the  exercise
  of  previously authorized and issued options to purchase common
  stock at $.067 per share.

  In  March  2000,  the Company issued 90,000  shares  of  common
  stock  for  services rendered, valued at $6,000, or  $.067  per
  share,  upon the exercise of previously authorized  and  issued
  options to purchase common stock at $.067 per share.

  In  connection  with the Company's six for  one  forward  stock
  split  in  2000,  the Company issued 52 shares for rounding  of
  fractional shares.

  During  December  1999, the Company issued  125,000  shares  of
  common stock to retire debt, in the amount of $60,000, or  $.48
  per share.

  During  September  1999 the Company issued  130,000  shares  of
  common stock for services valued at 8,667, or $.067 per share.

  During  September 1999, the Company issued 4,500,000 shares  of
  its  common stock for services valued at $300,000, or $.067 per
  share.

  In  connection  with the Company's one for  six  reverse  stock
  split in May 1999, the Company issued 366 fractional shares.

  During  1999, shareholders of the Company exercised options  to
  purchase 496,500 shares of the Company's common stock at  $.067
  per share for total proceeds of $32,500.

  During  May 1999, shareholders of the Company exercised options
  to  purchase  3,000,000 shares of common  stock  at  $.067  per
  share for prepaid assets valued at $200,000.

  During April 1999, the Company issued 12,000,000 shares of  its
  common  stock  for  total proceeds of $800,000  (or  $.067  per
  share).   The  issuance  of  these  shares  resulted   in   34%
  ownership  of  the  Company.  As of  the  date  of  this  audit
  $675,792  of  the total amount was collected.  The  balance  of
  $124,208  is  reflected as a stock subscription  receivable  on
  the financials.

  During  March  1999,  shareholders  of  the  Company  exercised
  options to purchase 185,000 shares of common stock at $.60  per
  share for total proceeds of $111,000.


                                 33
 <PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - STOCK OPTIONS

  Stock   Options   -  During  the  periods  presented   in   the
  accompanying  financial statements the Company has  granted  to
  employees,  directors and other entities options under  various
  agreements.   The  Company  accounts  for  stock   options   in
  accordance  with APB No. 25 and has adopted the disclosure-only
  provisions  of Statement of Financial Accounting Standards  No.
  123,  "Accounting for Stock-Based Compensation."   Accordingly,
  no  compensation cost has been recognized for the stock  option
  issued under these agreements.

  Had  compensation  cost  for the Company's  stock  option  been
  determined  based  on  the fair value at  the  grant  date  for
  awards in 2000 and 1999 consistent with the provisions of  SFAS
  No.  123,  the  Company's net earnings and earnings  per  share
  would  have  been  reduced to the pro forma  amounts  indicated
  below:
                                                 2000           1999

     Net Loss              As reported        $(808,643)  $ (604,212)
                           Proforma           $(808,643)  $ (604,212)

     Basic Loss per share  As reported        $    (.03)  $     (.05)
                           Proforma           $    (.03)  $     (.05)

  A  summary  of the status of the options granted to  employees,
  directors  and  other entities at December 31, 2000  and  1999,
  and changes during the years then ended is presented below:
<TABLE>
<CAPTION>
                                 December 31, 2000   December 31, 1999

                                        Weighted Average   Weighted      Average
  					  Shares   Exercise Price   SharesExercise   Price
<S>                           <C>           <C>             <C>            <C>
  Outstanding at beginning of
    period				2,598,287     $2.32 		1,190,706      $6.00
  Granted                             -         -           2,300,000        .40
  Exercised                    (582,954)      .40            (613,583)       .56
  Forfeited                           -         -            (278,835)      6.10
  Expired                             -         -                   -          -

 Outstanding at end of Period 2,015,333     $2.87           2,598,288      $2.32


  Weighted average fair value of options granted
    during the year                   -        -            2,300,000           -
</TABLE>

  A  summary  of  the status of the options outstanding  under  the
  Company's  various agreements at December 31, 2000  is  presented
  below:
<TABLE>
<CAPTION>                    Options Outstanding       Options Exercisable

  Range of             Weighted-Average   Weighted Average              Weighted-Average
  Exercise         Number    Remaining        Exercise        Number         Exercise
   Prices      Outstanding Contractual Life    Price       Exercisable       Price
  <C>          <C>           <C>              <C>            <C>             <C>
  $.067         1,134,296     3.3 years        $0.067         1,134,296       $0.86
  $.96 - $1.00    874,167     2.25 years       $1.00            874,167       $1.00
  $2.16             6,870     7 years          $2.16              6,870       $2.16
</TABLE>


                                      34
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - STOCK OPTIONS [Continued]

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

NOTE 12 - RELATED PARTY TRANSACTIONS

  Notes  Payable  to  stockholders  -  During  December  1997,  a
  shareholder of the Company loaned the Company $200,000  at  12%
  interest  compounding  yearly.  The note  is  in  default.   At
  December  31,  2000  and  1999, accrued  interest  amounted  to
  $32,340 and $28,652. (See Note 7)

  The Company has issued a note payable to a shareholder in the
  amount of $76,586.  The note is secured by property and
  equipment of the Company. (See Note 7)


NOTE 13 - COMMITMENTS AND CONTINGENCIES

  Stock guarantee - During December 1998, the Company issued
  60,000 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 60,000 shares of common stock for
  a minimum price of $1.00 per share (or for a total of
  $60,000).  During September 1999 the Company issued an
  additional 140,000 shares of common stock at $.067 per share
  under the same agreement.  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 $1.00 per share.  As of December
  31, 2000 the Company has recorded a $94,000 accrued expense as
  the market price of the Company's common stock was less than
  the guaranteed amount.

  Sale  of  Subsidiary - During September 1999 the  Company  sold
  all   of  it's  shares  in  Liberty  Mint,  Inc.  a  90%  owned
  subsidiary for $25 (See Note 2) . The Company has recorded  net
  liabilities of discontinued operations of $537,985 at  December
  31,  2000  for subsidiary liabilities the Company estimates  it
  will  be  responsible  to  pay. Management  believes  that  the
  Company  is  not  liable for any existing  liabilities  of  its
  former  subsidiary, but the possibility exists  that  creditors
  and  others seeking relief from the former subsidiary may  also
  include the Company in claims and suits pursuant to the parent-
  subsidiary  relationship which previously existed  between  the
  Company  and  its former subsidiary. The Company was  named  in
  one  suit  prior to the disposition of the Liberty  Mint,  Inc.
  (see  below) but is not currently named in nor is it  aware  of
  any  other  such claims or suits against its former subsidiary.
  Management  believes that the Company would  be  successful  in
  defending  against  any  such  claims  and  believes  that   no
  material  negative  impact  on the financial  position  of  the
  Company  would  occur.  Management further believes  that  with
  the  passage of time, the likelihood  of any such claims  being
  raised  will become more remote.  No amount has been  reflected
  or  accrued  in  these financial statements for any  contingent
  liability  other  than $537,985 which the Company  has  accrued
  for  estimated potential liabilities at December 31,  2000  for
  which it believes a possible payment may be required.


                                35
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND CONTINGENCIES (Continued)

  Litigation  -  On  May 3, 1999, the Company  was  named   in  a
  lawsuit   alleging   various  causes  of  action   related   to
  liabilities  of  the Liberty Mint, Inc.  During  January  2001,
  the  Company settled the suit for a total of $33,000 to be paid
  in  six  monthly payments of $1,000, six payments of $2000  and
  five  payments  of  $3,000.  In addition, the settlement  calls
  for  the  return of certain coin dies and ingot  dies  and  the
  issuance  of 5,000 shares of the Company class A common  stock.
  These  amounts  have  been accrued as  part  of  the  estimated
  liabilities of discontinued operations.

  The  Utah Department of Consumer Affairs ("UDCA") contacted the
  Company  on  behalf of approximately 15 parties  who  are  owed
  money  by  Liberty Mint, Inc.  The UDCA requested a  plan  from
  the  Company  to  resolve the outstanding  debt.   The  Company
  carried  on  negotiations  and  extended  a  settlement   offer
  consisting  of its common stock to the parties involved.   Four
  of  the parties have accepted shares of restricted stock of the
  Company  as settlement.  None of the remaining parties nor  the
  UDCA have formally filed any charges against the Company.

  The  Company has been named in another complaint filed in Clark
  County,  Nevada,  alleging  that  the  Company  has  not   made
  required  payments  on  certain  silver  leases.   The  Company
  maintains that it was not a party to the leases and denies  any
  responsibility related to the leases.  The complaint  asks  for
  damages and awards in excess of $160,000.

  Management  intends to vigorously defend itself  in  the  above
  actions and any others that may arise and believes that it  has
  adequately  estimated and accrued liabilities  of  discontinued
  operations to cover these items.

  Operating  lease  - The Company has entered into  an  operating
  lease  for  its  office  and production  facility.   The  lease
  period  on the facility commenced on November 1, 1999 and  will
  expire on October 31, 2002.  Lease expense for the years  ended
  December  31,  2000, and 1999 amounted to $56,460 and  $48,783,
  respectively.   The following is a schedule of  minimum  annual
  rental payments for the next five years.

                   Year ending                   Minimum Annual
                   December 31,                  Rental Payments
                      2001                       $    56,460
                      2002                            47,050
                                                 $   103,510





                                          36
<PAGE>

               LIBERTY MINT, LTD. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14 - CREDIT RISK AND CONCENTRATIONS

  For  the  year ended December 31, 2000, one customer  accounted
  for  approximately 14% of revenue.  Management  believes  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 - PRIOR PERIOD ADJUSTMENT

  Prior  Period Adjustment - The prior year financial  statements
  for  the  year  ended December 31, 1999, reflected  common  and
  preferred  stock  as  having  no  par  value.    The  financial
  statement  have been restated to reflect the recording  of  the
  par value of the Company's common stock at $.001 per share,  to
  record   50,000,000  common  shares  as  authorized,   and   to
  reclassify  the  $133,000  intrinsic value  of  the  beneficial
  conversion  feature  on  the  convertible  note  payable   from
  accrued  liabilities to additional paid in  capital.   Further,
  during  1999  the retained earnings of Liberty Mint,  Inc.  and
  Liberty  Mint  Marketing,  Inc.  were  eliminated  and   offset
  against additional paid in capital and the gain resulting  from
  the  sale  of Liberty Mint, Inc.  The financial statements  for
  the  year  ended  December  31, 1999,  have  been  restated  to
  properly  recognize  the  gain  resulting  from  the  sale   of
  subsidiary and to re-establish the retained earnings  and  paid
  in capital previously offset.

NOTE 16 - SUBSEQUENT EVENTS

  Stock  issuances  -  Subsequent  to  December  31,  2000,   the
  Company,  issued a total of 10,153,890 shares of common  stock.
  The  issuances are detailed as follows:  257,223 shares  issued
  to   settle  liabilities  of  discontinued  operations;  30,000
  shares  issued for Employee Stock Option Plan grants; 2,200,000
  shares issued for services; and 7,666,667 issued for cash.

  Subsidiary  Spin-Off - In March 2001, the  Board  of  Directors
  approved   to   distribute  approximately  4,000,000   of   the
  4,500,000  shares  of  common stock  held  in  its  Subsidiary,
  Liberty  Mint  Marketing,  Inc.  (LMM).   The  shares  will  be
  distributed  to shareholders of Liberty Mint,  LTD.  on  a  pro
  rata  basis  without payment of consideration.  As a  condition
  to  this  distribution,  LMM shall acquire  Marmar  Acquisition
  Corporation,   a  Nevada  corporation,  in  a  reverse   merger
  acquisition.   In  March 2001, LMM changed its  name  to  SCCS,
  Inc.   Final  consummation of the acquisition and  spin-off  is
  not  guaranteed  and  is subject to the completion  of  various
  conditions.

  In  January  2001,  LMM issued 2,200,000  shares  for  services
  rendered, valued at $55,000 or $.025 per share.

  Settlement  of  Litigation  -  In  January  2001,  the  Company
  entered  into an agreement to settle litigation (See Note  13).
  The  Company agreed to make periodic payments totalling $33,000
  and  to  return certain coin and ingot dies.  The Company  will
  also  issue  5,000 shares of its common stock in settlement  of
  the litigation.


                                     37
 <PAGE>