**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, 2001

[     ] 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 incorporation or organization) | (I.R.S. Employer I.D. No.)

**4778 North 300 West, Suite 201, Provo, UT 84604**

(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 (I) 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: $35,000

The aggregate market value of the issuer's voting stock held as of June 24, 2002, by non-affiliates of the issuers was
$418,485.

As of June 24, 2002, issuer had 42,813,880 shares of its $.001 par value common stock outstanding.

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

Documents incorporated by reference: none

**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.

The "Company" operated through two subsidiaries. The Great Western Mint, Inc. ("GWM") provided custom minting
services for corporations, associations, government agencies, and other organizations that desired to produce a custom coin
or commemorative. The GWM also marketed proprietary coin related products and sculpture. The Company's second
subsidiary, SCCS, Inc., created and marketed licensed entertainment and sports related collectibles.

During the year the Company determined that by pursuing its current operations, it would not likely generate any profits.
Therefore, the Company determined it was in the best interest of Company to divest itself of its manufacturing operations
and of the entertainment and sports collectibles market and instead to pursue a plan to develop a marketing distribution
network to market gifts, art, museum authorized reproductions and other home and office decor.  If the Company is not
successful in its planned operations, it may consider merger opportunities.

As a result of the Company's change in direction, as of December 31,2001, the Company sold Great Western Mint, Inc. to
Eugene Pankratz, the Company's Chief Financial Officer. The Company received $5,000 for GWM.

The Company also divested itself of SCCS, Inc. In exchange for assuming all liabilities, SF Investments, an entity
controlled by Daniel Southwick, a director and officer of the Company, received 100% of SCCS, Inc. in exchange for
$25.00.

The marketing strategy for the next twelve months will be for the Company to increase its exposure to potential business
and wholesale clientele by training and developing a marketing distribution network of independent representatives. The
Company anticipates it will be able to generate revenue by receiving a profit margin on all sales made by the marketing
distribution network members. In addition, the Company will continue advertising in monthly trade publications, on the
internet and via telemarketing.

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

The Company currently has a product-related website under development, www.libenymint.comand 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 projects and to market and distribute its products.

**Competition**

We will be competing with a myriad of companies who employ independent sales forces.  Most of our competitors have
greater resources, both personnel and financial, than we have.  There is no assurance we will be able to attract an
independent work force or that any distribution network we establish will be successful.

**Employees**

The Company currently has 5 full time employees. No employees are currently covered by a collective bargaining contract.

**Item 2. Description of Property.**

The Company currently leases approximately 1,000 square foot facility located at 4778 North 300 West, Suite 201, Provo,
Utah 84604. The lease expires in March 2005. The Company believes that its facilities are adequate for its proposed needs
through the year 2005. If additional space is needed before then, expansion space is available. The Company believes that
its current facilities are generally suitable and adequate to accommodate its current operations.

**Item 3. Legal Proceedings.**

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 $27,000 to the IRS and $8,000 to the state of Utah
and has acknowledged the debt on the Company's balance sheet. 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 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 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 is delinquent in its payments.

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 Company has been dismissed from this lawsuit.

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 2000 and 2001 are as follows:

|**YEAR**                                            | **CLOSING BID** |         | **CLOSING ASK** |        
|--------------------------------------------------- | --------------- | ------- | --------------- | -------
|**2000**                                            | **High**        | **Low** | **High**        | **Low**
|First Quarter                                       | 1.4375          | 0.875   | 1.625           | 1.0625 
|Second Quarter                                      | 1.4375          | .25     | 1.75            | 1.09375
|Third Quarter                                       | 1.25            | 0.25    | 2.62            | 1.01   
|Oct. 2 thru Dec. 29
(after a 6 for 1 forward
split) | .19             | .0111   | .23             | .013   
|**2001**                                            |                 |         |                 |        
|First Quarter                                       | 0.41            | .0215   | .045            | .022   
|Second Quarter                                      | .031            | .016    | .039            | .019   
|Third Quarter                                       | .055            | .025    | .06             | .03    
|Fourth Quarter                                      | .025            | .011    | .03             | .014   

As of June 24, 2002, there were approximately 314 shareholders of record holding a total of 42,813,880 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 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.

The above quotations, as provided by the National Quotation Bureau, LLC, represent prices between dealers and do not
include retail markup, markdown or commission.  In addition, these quotations do not represent actual transactions.

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 maybe 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.

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

**Results of Operations for the period ending December 31, 2000 and 2001**

Sales. Sales for the year ended December 31, 2001 increased to $35,000 from $33,184 for the year ended December 31,
2000, an increase of 9%.

Losses. Net losses for the year ended December 31,2001 decreased to $379,313 from $808,643 for the year ended
December 31, 2000, a decrease of $429,330 or 53%. The decrease in losses was mainly attributed to the gain on disposition
of The Great Western Mint and SCCS.

Expenses. General and Administrative expenses for the year ended December 31, 2000, increased to $457,941 from
$266,270 for the year ended December 31, 2000, an increase of  58%.

The cost of goods sold for the year ended December 31, 2001 was $23,617 compared to $36,692 for the year ended
December 31, 2000.  Cost of goods sold as a percentage of sales for December 31, 2001 and 2000 respectively, were 67%
and 109%.

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 achieve or 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 revenues from sales.

As of December 31, 2001, the Company had $579 cash on hand, had a related party receivable of $23,500 and inventory of
$487,145 for total current assets of $511,224.  In addition the Company had $569 in property and equipment and other
assets valued at $3,100 making the total assets $514,893. Current liabilities were $1,388,544.  Subsequent to the date of
this report, the Company has been released from $606,582 in debt.

The Company continues to stabilize its financial position and expects to improve revenues and become profitable in 2003
as a result of selling The Great Western Mint and SCCS, Inc., and focusing solely on developing a marketing distribution
network.

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.

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

The Company has incurred significant losses in recent years and as of December 31, 2001, the Company had current
liabilities in excess of current assets.  Further, the Company has sold two of its operating subsidiaries and has a
stockholders' deficit of $873,661.  These items raise a substantial concern and doubt about the ability of the Company to
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 12.

**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, 2001.

|******Name**        | **Age** | **Position**            | **Director or Officer Since**
|------------------- | ------- | ----------------------- | -----------------------------
|Daniel R. Southwick | 49      | Director & President    | April 1999                   
|Eugene Pankratz     | 59      | Chief Financial Officer | April 1999                   
|John Pennington     | 52      | Director                | July 1998                    
|William C. Schmidt  | 57      | 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, 49, 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.

Eugene Pankratz, 59, 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, 52, 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, 57, 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.

**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, 2001 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**



|**Annual Compensation**                              | ****     | ****           | ****          | ****                             
|---------------------------------------------------- | -------- | -------------- | ------------- | ---------------------------------
|**Name and Principal
Position**                      | **Year** | **Salary ($)** | **Bonus ($)** | **Other Annual
Compensation ($)**
|Daniel R. Southwick
Chief Executive Officer
Director | 2001     | 84,000         | -0-           | -0-                              
|                                                     | 2000     | 84,000         | -0-           | -0-                              
|                                                     | 1999     | 69,773         | -0-           | -0-                              
|Larry Ruff
Chief Executive Officer
Director          | 2000     | -0-            | -0-           | -0-                              
|                                                     | 1999     | -0-            | -0-           | -0-                              
|                                                     | 1998     | 83,640         | -0-           | -0-                              
|Eugene PanKratz
Chief Financial Officer
Director     | 2001     | -0-            | -0-           | -0-                              
|                                                     | 2000     | 65,150         | -0-           | -0-                              
|                                                     | 1999     | 51,006         | -0-           | -0-                              
|Robert Joyce
Secretary
Director                      | 2001     | -0-            | -0-           | -0-                              
|                                                     | 2000     | 84,000         | -0-           | -0-                              
|                                                     | 1999     | 72,000         | -0-           | -0-                              



|**Long Term
Compensation**                           |          |                                 |                                            |                      |                               
|---------------------------------------------------- | -------- | ------------------------------- | ------------------------------------------ | -------------------- | ------------------------------
|**Name and
Principal Position**                      | **Year** | **Restricted Stock
Awards ($)** | **Securities
Underlying
Options/SARs (#)** | **LTIP Payouts ($)** | **All Other
Compensation ($)**
|Daniel R.
Southwick
Chief Executive
Officer
Director | 2001     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 2000     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 1999     | -0-                             | 3,600,000 (1)                              | -0-                  | -0-                           
|Larry Ruff
Chief Executive
Officer
Director          | 2001     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 2000     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 1999     | -0-                             | -0-                                        | -0-                  | -0-                           
|Eugene PanKratz
Chief Financial
Officer
Director     | 2001     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 2000     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 1999     | -0-                             | -0-                                        | -0-                  | -0-                           
|Robert Joyce
Secretary
Director                      | 2001     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 2000     | -0-                             | -0-                                        | -0-                  | -0-                           
|                                                     | 1999     | -0-                             | 3,600,000 (2)                              | -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 Acquired
on exercise (#)** | **Value Realized ($)** | **Number of Unexercised
options/SARs at FY-end
(#)
exercisable/unexercisable** | **Value of unexercised
in-the-money
options/SARs at FY-end
($)
exercisable/unexercisable**
|--------------- | ----------------------------------- | ---------------------- | ------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------
|Dan Southwick   | -0-                                 | -0-                    | 46,500/-0-                                                                     | -0-/-0-                                                                                   
|Robert Joyce    | -0-                                 | -0-                    | 2,931,000/-0-                                                                  | -0-/-0-                                                                                   
|John Pennington | -0-                                 | -0-                    | 1,728,276/-0-                                                                  | -0-/-0-                                                                                   

**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 June 24, 2002, 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 42,813,880 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.

|**Title of Class**                                  | **Name and Address of Beneficial
Owner** | **Amount and Nature of
Beneficial Ownership** | **Percentage of Class**
|--------------------------------------------------- | ---------------------------------------- | --------------------------------------------- | -----------------------
|Common                                              | Daniel R. Southwick(1)(4)                | 2,200,000                                     | 5.1%                   
|                                                    | 364 West 4620 North                      |                                               |                        
|                                                    | Provo, UT 84604                          |                                               |                        
|Common                                              | John Pennington(l)                       | 30,000                                        | .07%                   
|                                                    | 1539 SE 11th St.                         |                                               |                        
|                                                    | Deerfleld Beach, FL 33441                |                                               |                        
|Common                                              | William Schmidt(1)(2)                    | 8,341,726                                     | 19.48%                 
|                                                    | 88 N.E. 5th Ave.                         |                                               |                        
|                                                    | Del Ray, FL 33483                        |                                               |                        
|Common                                              | American Investment
Properties(2)(3)     | 7,341,726                                     | 17.15%                 
|                                                    | 88 N.E. 5th Ave.                         |                                               |                        
|                                                    | Del Ray, FL 33483                        |                                               |                        
|Common                                              | Ralph P. Muller(3)                       | 7,550,058                                     | 17.63%                 
|                                                    | 6400 N. Andrews St., Suite 200           |                                               |                        
|                                                    | Fort Lauderdale, FL 33309                |                                               |                        
|Common                                              | Scott W. Hansen(5)                       | 8,266,667                                     | 19.3%                  
|                                                    | 201 West 4620 North                      |                                               |                        
|                                                    | Provo, UT  84604                         |                                               |                        
|Common                                              | Eugene Pankratz(1)                       | 101,000                                       | .23%                   
|                                                    | 975 N. 1430 West                         |                                               |                        
|                                                    | Orem, UT  84057                          |                                               |                        
|Common                                              | Kevin Ludlow                             | 2,915,438                                     | 6.81%                  
|                                                    | 2623 Willow Bend Dr.                     |                                               |                        
|                                                    | Sandy,  UT  84094                        |                                               |                        
|                                                    |                                          | _______________                               | ___________            
|Common  Officers and Directors
as a Group: 4 people |                                          | 9,363,826                                     | 21.87%                 

(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.

(5)  This amount includes 7,666,667 shares held in the name of SWH, Ltd., an entity owned and controlled by Scott W.
Hansen.

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.**

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 2001, accrued interest amounted to $125,582. Subsequent to the date of this report, the Company was
fully released from the debt.

Subsequent to the date of this report, the Company has taken two loans.  The Company borrowed $100,000 from Scott
Hansen, a shareholder of the Company and $20,000 Lynette Southwick, a shareholder of the Company and the wife of the
Company's President, Daniel Southwick.  The notes are unsecured.  The Company agreed to pay two times the amount of
the loans on a best efforts basis subject to the Company selling certain inventory.

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.                 | (1)     
|3(i)        | Articles of Incorporation of St. Joseph Corp. VI             | (1)     
|3(ii)       | Articles of Amendment for St. Joseph Corp. VI                | (1)     
|3(iii)      | Articles of Amendment for Petrosavers International,
Inc.    | (1)     
|3(iv)       | Articles of Amendments for Hana Acquisitions, Inc.           | (1)     
|3(v)        | Articles of Incorporation of Liberty Mint, Ltd.              | (1)     
|3(vi)       | Articles of Merger of Liberty Mint, Ltd.                     | (1)     
|10(i)       | Lease Agreement with Addendums A and B                       | (1)     
|10(ii)      | Manufacturing and Joint Distribution Merchandising
Agreement | (1)     
|10(iii)     | Stock Purchase Agreement with Calbear Gas, LLC               | (1)     
|10(iv)      | Option Agreement between Dan Southwick and
Calbear Gas, LLC  | (1)     

(1) 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: June 26, 2002 | By: /s/ Daniel Southwick                              
|------------------- | ------------------------------------------------------
|                    | Daniel Southwick, Chief Executive Officer and Director
|Date: June 26, 2002 | By: /s/ Eugene Pankratz                               
|                    | 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: June 26, 2002 | By: /s/ Daniel Southwick    
|------------------- | ----------------------------
|                    | Daniel Southwick, Director  
|Date: June 26, 2002 | By: /s/ John Pennington     
|                    | John Pennington, Director   
|Date: June 26, 2002 | By: /s/ William C. Schmidt  
|                    | William C. Schmidt, Director

**LIBERTY MINT, LTD**

**FINANCIAL STATEMENTS**

**CONTENTS********
**PAGE**Independent Auditor's Report
14Balance Sheet, December 31, 2001
15Statement of Operations, for the years ended December 31,
2001 and 2000
16Statement of Stockholders' (Deficit) for the years ended
December 31, 2001 and 2000
17Statements of Cash Flows, for the years ended December
31, 2001and 2000
19Notes to Financial Statements
21**

**INDEPENDENT AUDITOR'S REPORT**

Board of Directors

**LIBERTY MINT, LTD**

Orem, Utah

We have audited the accompanying balance sheet of Liberty Mint, LTD as of December 31, 2001, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2001 and 2000.
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 in the United States of America.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
Liberty Mint Ltd. as of December 31, 2001 and the results of their operations and their cash flows for the years ended
December 31, 2001 and 2000, in conformity with generally accepted accounting principles in the United States of America.

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 3, 2002

Salt Lake City, Utah

**LIBERTY MINT, LTD**

**BALANCE SHEET**

|******ASSETS**                                                                                        | **December 31,**
|----------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                      | **2001**        
|**CURRENT ASSETS:**                                                                                   |                 
|Cash and cash equivalents                                                                             | $ 579           
|Receivable - related party                                                                            | 23,500          
|Inventory                                                                                             | 487,145         
|                                                                                                      | ___________     
|Total Current Assets                                                                                  | 511,224         
|**PROPERTY AND EQUIPMENT,**net                                                                        | 569             
|**OTHER ASSETS**                                                                                      | 3,100           
|                                                                                                      | ___________     
|****                                                                                                  | $ 514,893       
|                                                                                                      | ____________    
|**LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)**                                                    |                 
|**CURRENT LIABILITIES:**                                                                              |                 
|Accounts payable                                                                                      | $ 75,054        
|Accrued liabilities                                                                                   | 232,380         
|Payable - related party                                                                               | 18,500          
|Line of credit                                                                                        | 513,620         
|Liabilities of discontinued operations                                                                | 349,000         
|Convertible note payable - related party                                                              | 200,000         
|                                                                                                      | ___________     
|Total Current Liabilities                                                                             | 1,388,554       
|                                                                                                      | ___________     
|**COMMITMENTS AND CONTINGENCIES**                                                                     |                 
|**[See Note 13]**                                                                                     | -               
|**STOCKHOLDERS' EQUITY (DEFICIT):**                                                                   |                 
|Preferred Stock, no par value, 10,000,000 shares authorized,
no shares issued and outstanding         | -               
|Common stock, $.001 par value, 50,000,000 shares
authorized, 42,813,880 shares issued and outstanding | 42,814          
|Additional Paid in Capital                                                                            | 6,214,975       
|Retained earnings (deficit)                                                                           | (7,131,450)     
|                                                                                                      | ___________     
|Total Stockholders' Equity (Deficit)                                                                  | (873,661)       
|                                                                                                      | ___________     
|****                                                                                                  | $ 514,893       
|                                                                                                      | ____________    

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

**LIBERTY MINT, LTD**

**STATEMENTS OF OPERATIONS**



|                                                                                                                                   | **For the Year Ended**  | **For the Year Ended**
|---------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ----------------------
|                                                                                                                                   | **December 31,**        | **December 31,**      
|                                                                                                                                   | **2001**                | **2000**              
|**SALES**                                                                                                                          | $ 35,000                | $ 33,184              
|**COST OF GOODS SOLD**                                                                                                             | 23,617                  | 36,692                
|                                                                                                                                   | _____________           | ____________          
|**GROSS PROFIT (LOSS)**                                                                                                            | 11,383                  | (3,508)               
|                                                                                                                                   | _____________           | ____________          
|**OPERATING EXPENSES:**                                                                                                            |                         |                       
|General and administrative                                                                                                         | 457,941                 | 266,270               
|                                                                                                                                   | _____________           | ____________          
|Total Operating Expenses                                                                                                           | 457,941                 | 266,270               
|                                                                                                                                   | _____________           | ____________          
|**LOSS FROM OPERATIONS**                                                                                                           | (446,558)               | (269,778)             
|                                                                                                                                   | _____________           | ____________          
|**OTHER INCOME (EXPENSE):**                                                                                                        |                         |                       
|Interest expense                                                                                                                   | (43,698)                | (91,771)              
|Interest Income                                                                                                                    | 295                     | -                     
|                                                                                                                                   | _____________           | ____________          
|Total Other Income (Expense)                                                                                                       | (43,403)                | (91,771)              
|                                                                                                                                   | _____________           | ____________          
|**LOSS BEFORE INCOME TAXES AND**
**DISCONTINUED OPERATIONS**                                                                       | (489,961)               | (361,549)             
|**CURRENT TAX EXPENSE**                                                                                                            | -                       | -                     
|**DEFERRED TAX EXPENSE**                                                                                                           | -                       | -                     
|                                                                                                                                   | _____________           | ____________          
|**LOSS FROM CONTINUING OPERATIONS**                                                                                                | (489,961)               | (361,549)             
|                                                                                                                                   | _____________           | ____________          
|**DISCONTINUED OPERATIONS:**                                                                                                       |                         |                       
|****Loss from discontinued operations of The Great Western
Mint and Liberty Mint Marketing, Inc. (net of $0 in income
taxes)       | (465,785)               | (447,094)             
|****Gain on disposition of The Great Western Mint Liberty
Mint Marketing, Inc., and Liberty Mint, Inc. (net of $0 in
income taxes) | 576,433                 | -                     
|                                                                                                                                   | _____________           | ____________          
|****Net gain from discontinued operations                                                                                          | 110,648                 | (447,094)             
|                                                                                                                                   | _____________           | ____________          
|**NET LOSS**                                                                                                                       | $ (379,313)****         | ****$ (808,643)****   
|****                                                                                                                               | ****_______________**** | **_____________**     
|BASIC (LOSS) PER COMMON SHARE:                                                                                                     |                         |                       
|Loss from continuing operations                                                                                                    | $ (.02)****             | ****$ (.01)****       
|**Loss from discontinued operations**                                                                                              | ****(.02)  ****         | ****(.02) ****        
|**Gain on disposition of subsidiaries**                                                                                            | ****.02   ****          | **** -****            
|****                                                                                                                               | ****_____________****   | ****____________****  
|**BASIC (LOSS) PER COMMON SHARE**                                                                                                  | ****$ (.02)****         | ****$ (.03)****       
|****                                                                                                                               | ****_______________**** | ****_____________     

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

**LIBERTY MINT, LTD**

**STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**

**FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000**



|                                                                                            | **Common Stock** | ****         | **Additional Paid in
Capital** | **Stock
Subscription
Receivable** | **Accumulated
(Deficit)**
|------------------------------------------------------------------------------------------- | ---------------- | ------------ | ------------------------------ | --------------------------------- | -------------------------
|                                                                                            | **Shares**       | **Amount**   | ****                           | ****                              | ****                     
|**BALANCE,**
December 31, 1999                                                              | 26,095,484       | $ 26,095     | $ 5,417,682                    | $ (249,208)                       | $ (5,943,494)            
|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       | 5,822,395                      | (124,208)                         | (6,752,137)              
|February 2001,
stock issued for
debt relief at $.08
per share                               | 257,223          | 257          | 20,321                         | -                                 | -                        
|February 2001,
stock issued to
employees for
services valued at
$600, or $.02 per
share     | 30,000           | 30           | 570                            | -                                 | -                        
|March 2001, stock
issued for cash at
$.039 per share                                        | 7,666,667        | 7,667        | 292,333                        | -                                 | -                        
|April 2001, stock
issued for services
at $.02 per share                                     | 2,200,000        | 2,200        | 41,800                         | -                                 | -                        
|July 2001, stock
issued for services
at $.03 per share                                      | 2,000,000        | 2,000        | 58,000                         | -                                 | -                        

[Continued]

**LIBERTY MINT, LTD**

**STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**

**FOR THE YEARS ENDED DECEMBER 31, 2001 and 2000**

**(Continued)**



|                                                                                      | **Common Stock** | ****         | **Additional Paid in
Capital** | **Stock
Subscription
Receivable** | **Accumulated
(Deficit)**
|------------------------------------------------------------------------------------- | ---------------- | ------------ | ------------------------------ | --------------------------------- | -------------------------
|                                                                                      | **Shares**       | **Amount**   | ****                           | ****                              | ****                     
|August 2001, stock
issued for debt
relief at $.04 per
share                           | 96,730           | 97           | 3,772                          | -                                 | -                        
|Fair value of
options to purchase
2,000,000 shares of
common stock at
$.055 per share | -                | -            | 99,992                         | -                                 | -                        
|Cancellation of
stock subscription
receivable                                         | -                | -            | (124,208)                      | 124,208                           | -                        
|Net loss for the
year ended
December 31, 2001                                         | -                | -            | -                              | -                                 | (379,313)                
|                                                                                      | ____________     | ____________ | ____________                   | ____________                      | ____________             
|**BALANCE,**
December 31, 2001                                                        | 42,813,880       | $ 42,814     | $ 6,214,975                    | $ -                               | $ (7,131,450)            
|                                                                                      | ____________     | ____________ | ____________                   | ____________                      | ____________             

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

**LIBERTY MINT, LTD**

**STATEMENTS OF CASH FLOWS**

**Increase (Decrease) in Cash and Cash Equivalents**



|                                                                            | **For the Year Ended** | **For the Year Ended**
|--------------------------------------------------------------------------- | ---------------------- | ----------------------
|                                                                            | **December 31,**       | **December 31,**      
|                                                                            | **2001**               | **2000**              
|**Cash Flows Provided by Operating Activities**:                            |                        |                       
|Net Loss                                                                    | $ (379,313)            | $ (808,643)           
|                                                                            | ____________           | ____________          
|Adjustments to reconcile net loss to net cash used by
operating activities: |                        |                       
|Depreciation and amortization                                               | 23,794                 | 19,188                
|Non-cash expenses                                                           | 204,592                | 76,000                
|Loss on sale of equipment                                                   | -                      | 17,592                
|Net gain from disposition of subsidiaries                                   | (576,433)              | -                     
|Changes in assets and liabilities:                                          |                        |                       
|(Increase) decrease in accounts receivable                                  | 72,940                 | 178,124               
|(Increase) decrease in inventory                                            | (425,690)              | 648,923               
|Decrease in prepaid expenses                                                | 193,296                | 11,560                
|(Increase) decrease in other assets                                         | (2,493)                | 3,000                 
|Increase in accounts payable                                                | 22,006                 | 89,078                
|Increase in accounts payable - related party                                | 18,101                 | 5,399                 
|(Decrease) in factoring advances                                            | (67,339)               | (30,846)              
|Increase (decrease) in accrued liabilities                                  | 188,073                | 293,269               
|(Decrease) in customer deposits                                             | (93,501)               | (660,698)             
|Increase (decrease) in liabilities of discontinued operations               | (12,382)               | (100,800)             
|                                                                            | ____________           | ____________          
|Net Cash (Used) by Operating Activities                                     | (834,349)              | (258,854)             
|                                                                            | ____________           | ____________          
|**Cash Flows Provided by Investing Activities:**                            |                        |                       
|Purchases of property and equipment                                         | (23,644)               | (192,478)             
|Proceeds from sale of equipment                                             | 27,333                 | 16,811                
|                                                                            | ____________           | ____________          
|Net Cash (Used) by Investing Activities                                     | 3,689                  | (175,667)             
|                                                                            | ____________           | ____________          
|**Cash Flows Provided by Financing Activities:**                            |                        |                       
|Proceeds from notes payable - related party                                 | 14,296                 | 156,586               
|Payments on notes payable - related party                                   | -                      | (80,000)              
|Advances on line of credit                                                  | 513,620                | -                     
|Proceeds from common stock issuances                                        | 300,000                | 307,400               
|                                                                            | ____________           | ____________          
|Net Cash Provided by Financing Activities                                   | 827,916                | 383,986               
|                                                                            | ____________           | ____________          
|**Increase (Decrease) in Cash and Cash Equivalents**                        | (2,744)                | (50,535)              
|**Cash and Cash Equivalents at Beginning of Period**                        | 3,323                  | 53,858                
|                                                                            | ____________           | ____________          
|**Cash and Cash Equivalents at End of Period**                              | $ 579                  | $ 3,323               
|                                                                            | ____________           | ____________          
|**Supplemental Disclosures of Cash Flow Information:**                      |                        |                       
|Cash paid during the period for:                                            |                        |                       
|Interest                                                                    | $ -                    | $ -                   
|Income taxes                                                                | $ -                    | $ -                   

[Continued]

**LIBERTY MINT, LTD**

**STATEMENTS OF CASH FLOWS**

**Increase (Decrease) in Cash and Cash Equivalents**

**[Continued]**

**Supplemental Disclosures of Non-Cash Investing and Financing Activities:**

For the year ended December 31, 2001:

The Company issued 257,223 shares of common stock for debt relief of $20,578, or $.08 per share

The Company issued 30,000 shares of common stock to employees for bonuses  valued at $600, or $.02 per share.

The Company issued 2,200,000 shares of common stock for consultting services valued at $44,000, or $.02 per share.

The Company issued 2,000,000 shares of common stock for consulting services valued at $60,000, or $.02 per share.

The Company issued 96,730 shares of common stock for debt relief of $23,869 or $.04 per share

The Company cancelled stock subscriptions in the amount of $124,208.

The Company issued options to purchase 2,000,000 shares of common stock st $.055 per share. The fair value of $99,991
was expensed and offset against additional paid in capital.

The Company sold its subsidiary, The Great Western Mint, Inc. to an officer of The Great Western Mint, Inc. for $5.000,
resulting in a gain of $254,500.

The Company sold its subsidiary, SCCS, Inc. to an entity controlled by an officer of LTD for the $25, resulting in a gain of
$169,778.

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.

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

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Business and Basis of Presentation** - The financial statements include the accounts of: Liberty Mint, Ltd. ("Parent") (a
Nevada Corporation incorporated as of October 8, 1999 to change the state of domicile from Colorado). The Company was
formerly known as Hana Acquisitions, Inc., a Colorado Corporation incorporated on March 13, 1990. The Company is
engaged in marketing and sales of sculptures and custom minting.

The Company had been creating propriety minted collectibles through its wholly owned subsidiary The Great Western
Mint, Inc. ("GWM"), a Utah Corporation organized on September 20, 1999.  The Company was also engaged in licensing
and marketing of entertainment related collectibles through its wholly owned subsidiary SCCS, Inc. (formerly Liberty Mint
Marketing, Inc.)  ("LMM"), a Utah corporation organized on July 2, 1998. On December 31, 2001, the Company sold its
subsidiary GWM to an officer of GWM for $5,000 cash from the officer. Also on December 31, 2001, the Company sold
its subsidiary LMM to an entity controlled by an officer of LTD for the $25. [See Note 2]

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

**Inventory** - Inventory at December 31, 2001, consists of a custom 1,000-Troy-oz, 24k-gold "Mickey Mouse" sculpture.
[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 over five years.

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

**Advertising Expense** - Advertising costs are expensed as incurred. Advertising expense amounted to $72,428 and
$35,880, for the year ended December 31, 2001 and 2000, respectively.****

**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 10).

**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.  The computation of loss per share is based on the weighted average
number of shares outstanding during the period presented. (See Note 9).

**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.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]**

**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.

**Recently Enacted Accounting Standards -**Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations", and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", were recently
issued.  SFAS No. 141, 142, 143 and 144 have no current applicability to the Company or their effect on the financial
statements would not have been significant.

**NOTE 2**-**DISCONTINUED OPERATIONS**

**Liberty Mint, Inc. -**During September 1999 the Company sold all of its shares in Liberty Mint, Inc. a 90% owned
subsidiary for $25. The Company has recorded net liabilities of discontinued operations of $349,000 at December 31, 2001
for subsidiary liabilities the Company estimates it may be responsible to pay.

**SCCS, Inc. (formerly Liberty Mint Marketing, Inc.) -**On July 2, 1998, the Company organized a wholly owned
subsidiary Liberty Mint Marketing, Inc. in the state of Utah. The Company engaged in licensing and marketing of
entertainment related collectibles. In 2001, LMM changed its name to SCCS, Inc. On December 31, 2001, the Company
entered into an agreement to sell of its subsidiary, SCCS, Inc., to an entity controlled by an officer of LTD for $25.  At
December 31, 2001, 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 year ended December 31,
2001 and 2000 related to these operations was $69,450 and $182,638, respectively.****

**The Great Western Mint, Inc. -**On September 20, 1999, the Company organized a wholly owned subsidiary The Great
Western Mint, Inc. in the state of Utah. The Company engaged in the Company had been creating custom propriety minted
collectibles through its wholly owned subsidiary GWM. On December 31, 2001, the Company sold its subsidiary, GWM,
to an officer of GWM for $5,000 cash.  In connection with the sale the Company agreed to pay up to $175,000, 50% of the
net profits received from the sale of the Mickey sculpture. 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, 2001 and 2000 related to these operations was $715,524 and $2,003,991, respectively.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 2**-**DISCONTINUED OPERATIONS [Continued]**

**Proforma statement of operations -** The following is a condensed proforma statement of operations that reflects what the
presentation would have been for the periods ended December 31, 2001 and 2000, if the Company had not discontinued the
operations of SCCS, Inc. & GWM:



|                         | **For the Year Ended** | **For the Year Ended**
|------------------------ | ---------------------- | ----------------------
|                         | **December 31,**       | **December 31,**      
|                         | **2001**               | **2000**              
|Net revenues             | $ 819,974              | $ 2,190,824           
|Cost of Good Sold        | (558,339)              | (1,690,756)           
|Other operating expenses | (1,108,992)            | (1,216,940)           
|Other income (expenses)  | (108,389)              | (91,771)              
|                         | ___________            | ___________           
|Net loss                 | $ (955,746)            | $ (808,643)           
|                         | ___________            | ___________           
|Basic loss per share     | $ (.02)                | $ (.03)               
|                         | ___________            | ___________           

**NOTE 3**-**GOING CONCERN**

The Company has incurred significant losses in recent years, has current liabilities in excess of current assets at December
31, 2001, has recently sold of two of its operating subsidiaries, 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. Should the Company not be successful in these business plans it would pursue possible merger
opportunities.

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

**NOTE 4**-**PROPERTY AND EQUIPMENT**

The following is a summary of property and equipment - at cost, less accumulated depreciation as of December 31, 2001:



|Computer equipment             | $ 750       
|------------------------------ | ------------
|Less: accumulated depreciation | (181)       
|                               | ___________ 
|                               | $ 569       
|                               | ____________

Depreciation and amortization expense for the years ended December 31, 2001 and 2000, amounted to $23,794 and
$19,188, respectively.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 5**-**INVENTORY**

At December 31, 2001, inventory consisted of an 1,000-Troy-oz, 24k-gold Mickey Mouse sculpture. The Company is
planning on auctioning the sculpture in the summer of 2002.  The carrying cost of the sculpture at December 31, 2001 was
$487,145.

The Company has the following agreement related to sale of the celebration Mickey Mouse Sculpture:

Subsequent to the year ended December 31, 2002 the Company has put the sculpture up for auction with action house and
agreed to pay a commission to the seller of 15% of the gross proceeds of the sale, with a minimum sales price of $823,000.
If the sales proceed do not meet the minimum bid of $823,000 the Company has agreed to reimburse the auction house
$35,000 for advertising and promotional expenses.

The Company entered into an agreement with Disney Resorts, Inc. to commission the sculpture and has agreed to accept
15% of the gross proceeds over $650,000 from the sale of sculpture.

The Company has agreed to pay a 10% fee of the net profits from the sale of the sculpture to a an entity controlled by a
director and shareholder who put up a $700,000 letter of credit to obtain the line of credit to finance production cost.

The Company has agreed to pay a 3% commission of the net profits received by the Company, to an employee of the
former subsidiary GWM.

The Company has agreed in the sale of the former subsidiary GWM, to pay 50% of the net profits received from the sale of
the sculpture up to $175,000.

**NOTE 6**-**ACCRUED LIABILITIES**

The following is a summary of accrued liabilities as of December 31, 2001:



|Accrued consulting             | $ 4,510        
|------------------------------ | ---------------
|Accrued interest               | 128,170        
|Contingency on stock guarantee | 99,500         
|                               | ______________ 
|                               | $ 232,180      
|                               | _______________

**NOTE 7**-**LINE OF CREDIT**

In December 2001, the Company secured a line of credit for $700,000 secured by a $700,000 letter of credit put up by an
entity controlled by a director and shareholder of the Company [See Note 5]. The terms of the line of credit are 1% over
prime, for an initial interest rate of 5.75%, due February 28, 2002. At December 31, 2001, the Company owed $513,620 on
the line of credit. Subsequent to December 31, 2001, the Company extended the terms of the line of credit to July 30, 2002
and had the line of credit maximum decreased to $593,961.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 8**-**CONVERTIBLE 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.  The note is in default and
no interest or principle payments have made against the note.  At December 31, 2001, the note and accrued interest were
convertible into approximately, 33,914,792 shares of the Company's common stock.

**NOTE 9**-**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, 2001 and 2000:



|                                                                                                                                    | **For the Year Ended** | **For the Year Ended**
|----------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | ----------------------
|                                                                                                                                    | **December 31,**       | **December 31,**      
|                                                                                                                                    | **2001**               | **2000**              
|Net (loss) available to common shareholders (Numerator)                                                                             | $ (379,313)            | $ (808,643)           
|                                                                                                                                    | __________             | __________            
|Weighted average number of common shares outstanding
used in basic earnings per share (Denominator)                                 | 39,454,621             | 29,361,000            
|                                                                                                                                    | __________             | __________            
|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, 2001, options outstanding to purchase 4,000,333 shares of common stock at prices
ranging from $.055 to $12.00 per share, and warrants to purchase 2,956,667 shares of common stock at prices ranging from
$1.20 to $15.00 per share, and a note payable that could be converted into 33,914,792 (See Note 8) shares that were not
included in the computation of diluted loss per share because their effect was anti-dilutive (The Company had a net loss
and or the exercise price of the options was greater than the average market price of the common shares).

The Company had at December 31, 2000, options outstanding to purchase 3,303,565 shares of common stock at prices
ranging from $.067 to $12.00 per share.

**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, 2001, the total of all deferred tax assets was
approximately $2,047,000 and the total of the deferred tax liabilities was approximately $100. 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
$2,047,000 as of December 31, 2001, which has been offset against the net deferred tax assets.  The net change in the
valuation allowance during the year ended December 31, 2001 amounted to approximately $245,000.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 9 - INCOME TAXES** **(Continued)**

The components of income tax expense from continuing operations for the year ended December 31, 2001 and 2000 consist
of the following:



|                                                     | **2001**    | **2000**   
|---------------------------------------------------- | ----------- | -----------
|Current income tax expense                           |             |            
|Federal                                              | $ -         | $ -        
|State                                                | -           | -          
|                                                     | ___________ | ___________
|Net tax expense                                      | -           | -          
|                                                     | ___________ | ___________
|Deferred tax expense (benefit) arising from:         |             |            
|Excess of tax over financial accounting depreciation | $ (2,029)   | $ 1,656    
|Reserve for doubtful accounts                        | 4,217       | (719)      
|Accrued Compensation                                 | 2,588       | 6,749      
|Allowance for trade credits                          | 48,082      | (58,440)   
|Allowance for inventory valuation                    | 1,196       | (1,196)    
|Accrued expenses                                     | 3,130       | (1,383)    
|Accrued stock guarantee                              | (2,035)     | (19,055)   
|Contingent liability of former operations            | 82,653      | 30,787     
|Contribution carryover                               | 185         | -          
|Capital loss carryover                               | (184,777)   | -          
|Net operating loss carryforward                      | (198,324)   | (248,556)  
|Valuation allowance                                  | 245,114     | 290,157    
|                                                     | ___________ | ___________
|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 from operations income tax expense at the federal statutory rate to income tax expense at the
Company's effective rate is as follows:



|                                                     | **2001**    | **2000**   
|---------------------------------------------------- | ----------- | -----------
|Computed tax at the expected statutory rate          | $ (166,587) | $ (274,939)
|State and local income taxes, net of federal benefit | (14,699)    | (24,259)   
|Non-deductible expenses                              | 242         | 9,041      
|Compensation expense                                 | -           | -          
|Sale of subsidiary                                   | -           | -          
|Valuation Allowance                                  | 181,044     | 290,157    
|Other items                                          | -           | -          
|                                                     | ___________ | ___________
|Income tax expense                                   | $   -       | $ -        
|                                                     | ___________ | ___________

As of December 31, 2001 the Company has net tax operating loss (NOL) carryforwards available to offset its future income
tax liability of approximately $2,523,000, respectively that expire in various years through 2021. As of December 31, 2001,
the Company has capital loss carryforwards to offset its future capital gains income of approximately of $2,533,000 that
expire in various years through 2006.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 9 - INCOME TAXES [Continued]**

The temporary differences and carryforwards gave rise to the following deferred tax asset (liability) at December 31, 2001:



|                                                     | **2001**
|---------------------------------------------------- | --------
|Excess of tax over financial accounting depreciation | $ (77)  
|Allowance for trade credits                          | 10,358  
|Accrued stock guarantee                              | 36,815  
|Contingent liability of former operations            | 129,130 
|Capital loss carryover                               | 937,265 
|Net operating loss carryforward                      | 933,689 

**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.  At December 31,
2001, no shares of preferred stock were issued and outstanding.

**Common Stock -**The Company is authorized to issued 50,000,000 shares of common stock, $.001 par value. At December
31, 2001, 42,813,880 share were issued and outstanding.

**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, 2001, $675,792 of the total amount was collected. The balance of $124,208 was deemed to be uncollectible
in 2001 and written off against additional paid in capital.

**Warrants** - At December 31, 2001, 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, 2001 and 2000, 0 and 0 warrants have been exercised for total proceeds of $0 and $0.

**Stock Options** - During September 2001, the Company issued options to purchase 2,000,000 shares of common stock at
$.055 to consultants. The options vest immediately and have a three year life. The fair value of $99,992 was expensed as
consulting expensed and offset against additional paid in capital.

**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).

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 10 - CAPITAL STOCK [Continued]**

**Stock Issuances -**In August 2001, the Company issued 96,730 share of common stock $3,869 in debt relief, or $.04 per
share.

In July 2001, the Company issued 2,000,000 shares of common stock for consulting services valued at $60,000, or $.03 per
share.

In April 2001, the Company issued 2,200,000 shares of common stock for consulting services valued at $44,000, or $.02
per share.

In March 2001, the Company issued 7,666,667 shares of common stock for $300,000 cash or $.039 per share.

In February 2001, the Company issued 30,000 shares of common stock to employees as $600 in bonuses, or $.02 per share.

In February 2001, the Company issued 257,223 shares of common stock for $20,578 in debt relief, or $.08 per share.

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.

**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.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 11**-**STOCK OPTIONS (Continued)**

Had compensation cost for the Company's stock option been determined based on the fair value at the grant date for awards
in 2001 and 2000 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:



|                   |             | **2001**    | **2000**   
|------------------ | ----------- | ----------- | -----------
|Net loss           | As reported | $ (379,313) | $ (808,643)
|                   | Proforma    | $ (379,313) | $ (808,643)
|Net loss per share | As reported | $ (.02)     | $ (.03)    
|                   | Proforma    | $ (.02)     | $ (.03)    

A summary of the status of the options granted to employees, directors and other entities at December 31, 2001 and 2000,
and changes during the years then ended is presented below:



|                                                               | **December 31, 2001** | ****                                | **December 31, 2000** | ****                               
|-------------------------------------------------------------- | --------------------- | ----------------------------------- | --------------------- | -----------------------------------
|                                                               | **Shares**            | **Weighted Average
Exercise Price** | **Shares**            | **Weighted Average
Exercise Price**
|Outstanding at
beginning of period                             | 2,015,333             | $ 2.87                              | 2,598,287             | $ 2.32                             
|Granted                                                        | 2,000,000             | .055                                | -                     | -                                  
|Exercised                                                      | -                     | -                                   | (582,954)             | .40                                
|Forfeited                                                      | -                     | -                                   | -                     | -                                  
|Expired                                                        | (15,000)              | 5.87                                | -                     | -                                  
|                                                               | ___________           | ___________                         | ___________           | ___________                        
|Outstanding at end of
Period                                   | 4,000,333             | $ 1.45                              | 2,015,333             | $ 2.87                             
|                                                               | ___________           | ___________                         | ___________           | ___________                        
|Weighted average fair
value of options
granted during the year | 2,000,000             | $ .05                               | -                     | $  -                               
|                                                               | ___________           | ___________                         | ___________           | ___________                        

The fair value of each option granted is estimated on the date granted using the Black-Scholes option pricing model with
the following weighted-average assumptions used for grants during the period ended December 31, 2001: risk-free interest
rates of 3.32% expected dividend yields of zero, expected life of 3 years, and expected volatility 453%.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 11**-**STOCK OPTIONS [Continued]**

A summary of the status of the options outstanding under the Company's various agreements at December 31, 2001 is
presented below:



|****                         | **Options
Outstanding** | ****                                            | ****                                | **Options
Exercisable** | ****                               
|---------------------------- | ----------------------- | ----------------------------------------------- | ----------------------------------- | ----------------------- | -----------------------------------
|**Range of Exercise
Prices** | **Number
Outstanding**  | **Weighted-Average
Remaining
Contractual Life** | **Weighted Average
Exercise Price** | **Number
Exercisable**  | **Weighted-Average
Exercise Price**
|$ .055                       | 2,000,000               | 2.75 years                                      | $ 0.055                             | 2,000,000               | $ .055                             
|.40                          | 1,134,296               | .25 years                                       | .40                                 | 1,134,296               | .40                                
|6.00                         | 859,167                 | .86 years                                       | 6.00                                | 859,167                 | 6.00                               
|12.00                        | 6,870                   | 6.00 years                                      | 12.00                               | 6,870                   | 12.00                              

**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, 2001 and 2000, accrued interest amounted to
$125,582 and $89,276. (See Note 7)

**Letter of Credit** - During 2001, an entity controlled by a director and shareholder of the Company put up a $700,000 letter
of credit to finance the production cost of the Mickey Sculpture.

**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 and 2000 the Company issued an additional 40,000 and 100,000 shares of common
stock at $.067 and $.25 per share, respectively 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, 2001 the Company has recorded a $99,500 accrued expense as the market
price of the Company's common stock was less than the guaranteed amount.

**Sale of The Great Western Mint, Inc. subsidiary -**During December 2001 the Company sold all of it's shares in The
Great Western Mint, Inc. an 100% owned subsidiary for $5,000 (See Note 2). 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 is not currently
named in nor is it aware of any 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.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 13**-**COMMITMENTS AND CONTINGENCIES [Continued]**

**Sale of SCCS, Inc. (formerly Liberty Mint Marketing, Inc.) subsidiary -**During December 2001 the Company sold
100% of it's shares in SCCS, Inc. (formerly Liberty Mint Marketing, Inc.), a 100% owned subsidiary, for $25 (See Note 2).
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 is not currently named in nor is it aware of any 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.

**Sale of Liberty Mint, Inc. subsidiary -**During September 1999 the Company sold all of its shares in Liberty Mint, Inc. a
90% owned subsidiary for $25. At December 31, 2001, the Company has recorded net liabilities of discontinued operations
of $349,000 for potential liabilities from the former subsidiary, which the Company estimates it may 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 $349,000 which the Company still has accrued for estimated potential
liabilities at December 31, 2001 for which it believes a possible payment may be required.

**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 Company is currently in default of
making the required payments.

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.

**LIBERTY MINT, LTD**

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 13**-**COMMITMENTS AND CONTINGENCIES (Continued)**

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.  During 2001,
the Company was dismissed from this lawsuit.

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.

**NOTE 14**-**CREDIT RISK AND CONCENTRATIONS**

For the year ended December 31, 2001, one customer accounted for approximately 100% 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**-**SUBSEQUENT EVENTS**

In December 2001, the Company secured a line of credit for $700,000 secured by the Company's inventory. The terms of
the line of credit are 1% over prime for an initial interest rate of 5.75%, due February 28, 2002. At December 31, 2001, the
Company owed $513,620 on the line of credit. Subsequent to December 31, 2001, the Company extended the terms of the
line of credit to July 30, 2002 and had the line of credit maximum decreased to $593,961.

Subsequent to December 31, 2001, the Company received debt forgiveness of contingent debt, which resulted in an
extraordinary gain of $281,000. The management of the Company negotiated the forgiveness without consideration by the
Company.

Subsequent to December 31, 2001, the Company received debt forgiveness of a note payable and accrued interest, which
resulted in an extraordinary gain of $328,170. The management of the Company negotiated the forgiveness without
consideration by the Company.

Subsequent to December 31, 2001, the Company borrowed $100,000 from a shareholder of the Company, the loan is
payable on demand with an additional $100,000 in interest.

Subsequent to December 31, 2001, the Company borrowed $20,000 from an individual related to an officer and director of
the Company.  The loan is payable on demand with an additional $20,000 in interest.  During May 2002, the Company paid
$10,000 against the loan.

Subsequent to December 31, 2001, a shareholder of the Company advanced the $25,000 to the Company.

The Company has put the sculpture up for auction with an action house and agreed to pay a commission to the seller of
15% of the gross proceeds of the sale, with a Minimum sales price of $823,000.  If the sales proceed do not meet the
minimum bid of $823,000 the Company has agreed to reimburse the auction house $35,000 for advertising and
promotional expenses.