##### Table of Contents



Form 10-KSB

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

Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [Fee Required]

For the fiscal year ended April 30, 2000

[  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [No Fee Required]

For the transition period from___________ to ____________

Commission file number 93-67656-S

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

|                                                                            |  |                                   
|--------------------------------------------------------------------------- |  | ----------------------------------
|Oregon(State of incorporation or organization)                              |  | 93-1002429(I.R.S. Employer ID No.)
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|319 Nickerson St. #186, Seattle, WA(Address of principal executive offices) |  | 98109(Zip Code)                   

Issuers telephone number 800-788-3599

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

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each Class |  | Name of each exchange on which registered
|                    |  |                                          
|none                |  | none                                     

Securities registered under Section 12 (g) of the Exchange Act:
none
(Title of class)

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

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

State issuers revenues for its most recent fiscal year: $101,884

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock as of August 4, 2000: $11,014,466

State number of shares outstanding of the Registrants common stock as of August
4, 2000: 39,724,254

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TABLE OF CONTENTS



|                                            |                                                                                                                          |  |  |  |  |  |  | 
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART 1                                     
|                                            | ITEM 1. DESCRIPTION OF BUSINESS.                                                                                        
|                                            | ITEM 2. DESCRIPTION OF PROPERTY.                                                                                        
|                                            | ITEM 3. LEGAL PROCEEDING.                                                                                               
|                                            | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                            
|PART II                                    
|                                            | ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                                       
|                                            | ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS.                                                                           
|                                            | ITEM 7. FINANCIAL STATEMENTS.                                                                                           
|Balance Sheet                              
|Statement of Operations                    
|Statement of Cash Flows                    
|Cash Flows Supplemental Schedule           
|Statement of Stockholders Equity (Deficit)
|Notes to Financial Statements              
|Notes to Financial Statements              
|Notes to Financial Statements              
|Notes to Financial Statements              
|Notes to Financial Statements              
|Notes to Financial Statements              
|Notes to Financial Statements              
|                                            | ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.                           
|PART III                                   
|                                            | ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
|                                            | ITEM 10. EXECUTIVE COMPENSATION.                                                                                        
|                                            | ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                                                
|                                            | ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                                                
|                                            | ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K.                                                                             
|SIGNATURES                                 
|Exhibit 4                                  
|Exhibit 99.1                               
|Exhibit 99.2                               



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LEADING-EDGE EARTH PRODUCTS, INC.







PART 1







ITEM 1. DESCRIPTION OF BUSINESS.

INTRODUCTION AND OVERVIEW: Leading-Edge Earth Products, Inc. (LEEP), an
Oregon Company, headquartered in Seattle, WA. The objectives of LEEP are to
develop, manufacture, market and profit from the sale of its structural,
lightweight, insulated composite component LEEP STRUCTURAL CORE®
(LEEPCORE) to support construction of the LEEPCORE Frameless Buildings System
(LEEPCORE System). The LEEPCORE System is a 3-way structural, pre-engineered
system used for constructing buildings, which is produced by joining multiple
units of the Companys proprietary LEEPCORE (2 x (up to) 12 x 4) component
together to form structural walls, roofs and floors for residential and
non-residential building construction. LEEPs product is designed to substitute
for traditional materials and building systems. LEEP believes its products will
have major worldwide appeal for construction of buildings, including: highly
insulated, stand-alone offices, restaurants, retail stores, shops; housing in
Emerging Nations; modular, portable, knock-down"/reassemble structures.

LEEPCORE was designed as an alternative material to substitute for structural
wood, steel and concrete in a variety of applications. The Civil Engineering
Department, structural Laboratory, at the University of Washington, supports
the Companys product testing, certifications and some technical publications.

ASSET PURCHASE: The Company purchased all of the assets of LEEP Building
Systems, Inc., in April 2000, and took full financial and technical
responsibility for manufacturing its LEEPCORE products. The manufacturing
technology is proven and the Company has a modern production facility in
operation in Montoursville, PA.



Pennsylvania containment press operation

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PHASE ONE MARKETING:The Company built its first commercial building in Twin
Falls, ID to demonstrate the feasibility of obtaining building permits and to
demonstrate freestanding wall technology, thermal insulation, and long-span
roof technology. A 2-story office building was then designed and constructed in
Houston, TX that demonstrates 2-story construction, insulated walls, and a
commercial floor system supporting greater than 200 pounds/sq.ft. loads when
set on 6 centers. Both buildings support the Companys industry introduction
of its high-efficiency and fast-construction technology.



The Company constructed the weather shell of this 32 x 36 x 12 Twin Falls,
ID building in just four days. It can be used as an office/shop, auto wash,
lube, tune-up or other service application.



New two-story 8,000 sq.ft. office building constructed by the Company in
Houston, TX accommodates an elevator shaft, meets commercial floor load
requirements, achieves one-hour fire rating.

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PRODUCT DEVELOPMENT CRITERIA: Wood, metal, and concrete products are the
predominant structural materials used in the building construction industry.
LEEP believes that substitutes for traditional wood structural elements will be
used for the future generations of building components because of the dwindling
supply of timber occasioned by regulatory and environmental considerations.
LEEP believes that the market will demand that future building materials be
lightweight, fire and water-resistant, sound abating, rot-resistant, and offer
seismic force and wind-resistant properties. LEEP believes that many future
requirements cannot be readily met with current metal, wood and/or concrete
products. LEEPs STRUCTURAL CORE product is believed to address the above
performance criteria while at the same time addressing the ever-important
competitive cost requirements.

ENVIRONMENTAL CONSIDERATIONS: A major emphasis of LEEPs is to develop and
manufacture environmentally friendly products that are nontoxic at every level
from the manufacturing process through the end product, and environmentally
sound for long-term use. Energy and fuel savings are expected from (1) the fact
that LEEPs STRUCTURAL CORE product is capable of practical insulation values
ranging from 50% to 300% greater than standard U.S. building code requirements,
and (2) enough LEEPCORE can be shipped on a 40-foot long truck trailer to build
two medium size American houses thereby creating transportation efficiencies.

When fully implemented, LEEP believes its technology and product have the
potential to effect savings of substantial amounts of the planets forest
products.

All of LEEPs environmental features and benefits can make a material
difference in the efficiencies and performance of buildings. Large-scale
manufacturing drives business planning. A principle focus of LEEPs management
is offering products that lend themselves naturally to high-volume production.

ABOUT THE TECHNOLOGY: LEEP uses composite technology. Composite technology is
based on the principle that when two or more pieces of material (sheets or
beams) are laminated together, the two or more pieces become a unitized
composite member. The resulting composite members structural
strength-to-weight relationship is greatly improved, when compared with the
strengths and weights of each of the non-composite materials. Better
strength/weight performance of products translates to less material/less weight
being required to construct buildings. This composite technology can be applied
so as to make products that weigh 200 pounds vs. 1,900 pounds, in the case of
solid concrete, brick or block comparisons; and 200 pounds vs. 900 pounds, in
the case of wood product comparisons. Specifically, LEEPCORE weighs less than
concrete or wood and yet it offers greater strength/weight structural
performance. This means that LEEPCORE is designed to support disproportionately
greater wall, roof and floor loads than can solid materials of the same weight.

PRODUCT AVAILABILITY SEQUENCE: The Company can produce approximately 50,000
sq.ft. of pre-engineered wall and/or roof and/or floor section per month, by
using a three shift manufacturing operation at its current Pennsylvania
facility. This amount of product will support sales of approximately 35 units
per month of average sized Utility Buildings.

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Custom design, 100 3-stage rollformer (now in operation)

TESTING AND CODE APPROVALS:LEEP completed distributed load, un-reinforced
and reinforced point-load testing in November 1998 at the University of
Washington. These tests were certified and reported in a news release to the
SEC (see 8-K report filed on December 10, 1998). During 1999 and 2000, LEEPs
STRUCTURAL CORE was tested extensively using ASTM specified test criteria for
wind force resistance of walls, and floor loading capacities. Following are the
test results since the December 10, 1998, 8-K filing:



| |  |  | Resistance of forces applied to LEEPCORE walls in the In-Plane
direction, equal to 190 MPH wind resistance capability.                                                                       
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Resistance of forces applied to LEEPCORE walls in the Out-of-Plane
direction, equal to 191 MPH wind resistance capability.                                                                   
|
| |  |  | Point load (2.25 sq.ft. area) of second story commercial floor in a
Houston, TX office building (customer: Brance-Krachy) constructed with
LEEPCORE, measured more than 600 pounds per sq.ft.

MARKETS AND MARKETING: LEEPs business strategy assumes there is an increased
desire by builders to buy pre-fabricated construction components. According to
Automated Builders Magazine (August 1996), panelized construction sales
exceeded wood-frame construction for the first time in history (39% vs.36%) in
the United States in calendar year 1995. This trend continued in 1996, 1997,
1998 and 1999, and the trend is continuing in 2000, according to US Government
Economic Development Department publications, Automated Buildermagazine, and
other industry study groups.

LEEPs current strategy is to continue to produce and stockpile LEEPCORE panels
to support prompt construction of buildings that represent target markets and
specific future multiple unit orders. LEEP has designed approximately 20
different types of buildings to support this marketing/sales objective. These
designs are available via electronic transmission to architects, engineers and
AutoCAD technicians worldwide. LEEP makes available LEEPCORE design support and
instruction to new customers. LEEP increases its capabilities and focus each
year to use the Internet and other new methods of communicating its products
salient features and benefits, and detailed experiences relative to
constructing LEEPCORE buildings.

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COMPARISON OF THE MOST POPULAR BUILDING CONSTRUCTION METHODS WITH LEEPCORE
CONSTRUCTION: There are four major traditional methods used to construct
buildings:



| | 1. |  | Component Construction with thousands of masonry, wood and/or metal
components that are assembled by laborers at the job sites is time
consuming, complicated and relatively expensive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Modular Construction, on the other hand, offers the advantage of
lower cost and fast field erection. It is faster and more efficient
than field assembly of thousands of components. Some disadvantages of
Modular construction are: factory-assembled units are difficult and
expensive to move to job sites, thus limiting the practical distances
the modules can be moved; more importantly, the type of structures that
can be designed, assembled and shipped is narrowly defined and highly
restricted, compared to the other two approaches; in addition, a more
specialized workforce is required.                                                                                                               
|
| | 3. |  | Traditional Panelized Frame Construction offers some of the
advantages of Component based construction, mainly design flexibility
and ease of shipping, and it overcomes the design and shipping
limitations of Modular Construction. Unfortunately, large specialized
crews and large heavy-duty equipment are required, and large numbers of
parts are required at the manufacturing locations. Component
construction is not well suited to address high-performance standards
for insulation and wind/earthquake resistance.                                                                                                                                                                                          
|
| | 4. |  | Large warehouses and other low-performance buildings can be cost
effectively constructed using the Concrete Panel Tilt-Up method. This
method is not cost or performance effective for high-performance
buildings such as those required for retail or other buildings needing
temperature stability and/or maintenance economy, because concrete
itself, as a material, is a conductor, not an insulator. As a result,
separate insulating wallsa building within a buildingmust be built
with wood or steel stud construction, which holds the insulation in
place and allows for conventional wallboard finishing. Construction of
such secondary insulation adds labor and material content to Tilt-Up
construction.

By comparison, the LEEP Building System is designed to overcome the respective
disadvantages that are discussed above, and features:



| |  |  | Structural walls, roofs and floors that provide integral structure
to support the respective loads.
| | - |  | ---------------------------------------------------------------------------------------------------
|
| |  |  | Integral insulation in excess of North American codes for wall construction.                       
|
| |  |  | Light weight and compactness for shipping efficiency.                                              
|
| |  |  | Minimum number of parts to insure fast construction cycles.                                        
|
| |  |  | Integral water and fire resistance (Class 1) properties.                                           

PRODUCT FEATURES AND BENEFITS: LEEP STRUCTURAL CORE (LEEPCORE) features and
benefits are detailed below:

Insulation: In extreme temperature environments, 4 thick LEEPCOREs nominal
R25 insulation is designed to keep the heat out, or in, as required. Insulation
is an inherent feature of LEEPCORE, and LEEPCORE construction requires no
additional insulating materials. Since losses through building frame members
account for 75% of all thermal losses in traditional frame construction, and
LEEPCORE buildings have no frames that provide thermal leak paths through wall
or roof, LEEP buildings are designed to provide more than twice as much
practical thermal insulation as traditional building construction.

6



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Coping with Extreme Climates: Regions with very high daytime temperatures and
cool nighttime temperatures are especially ideal climatic conditions for
LEEPCORE technology to excel. Because of the high total insulation factor that
results from the full thermal breaks and insulating value of R-7 per inch of
foam core, users of LEEP designed buildings are intended to open up/cool down
the building during the night and stay cool during the day. This procedure is
designed to reduce air conditioning cost.

Insect Resistance:Insects have no prospects of food in the LEEPCORE structural
system because it is made of steel skins and polyurethane foam.

High Wind Resistance:LEEPCORE withstood the equivalent of Hurricane V wind
forces (greater than 156 MPH) during its recent certified testing program (see
Exhibit 99.2 for test report).

Long Lasting:In addition to resisting deterioration and destruction caused by
natural forces, when left bare, the LEEPCORE standard polyester coated surfaces
are designed to be resistant to acids, bases, moisture and other sources of
corrosion.

Less Cost:LEEPCORE is believed to have a cost advantage relative to
competitive products due to using less labor than required by traditional
construction methods and materials.

Fast Design and Construction Times:The standard two-foot-wide LEEPCORE
component used to fabricate the LEEP FRAMELESS Building System is designed to
provide the ultimate in building design flexibility and fast construction
cycles. LEEPs FRAMELESS Building System structures are designed to be (1)
quickly designed, (2) fabricated to 1/16 tolerance, (3) packaged for safe
transport, (4) shipped anywhere in the world, and then (5) erected straight and
true, by small crews. The building concept-to-completion cycle for LEEPCORE
construction is thought by management to be the fastest and most practical in
the history of building construction.

Frameless and Freestanding:Redesign, pre-engineering and reconfiguration
activities do not negatively impact the LEEP manufacturing process because a
LEEP plant produces and uses only the one two-foot-wide LEEP STRUCTURAL CORE
component. The structural component is never modified, revised or customized.
It is designed to ultimately come out of a production machine at the rate of 80
sq.ft. per minute, round the clock, providing the Companys planned full-scale
manufacturing plant is funded and implemented. The manufacturing operation
process is designed to put the standard LEEPCORE components together to form
large sections of pre-engineered, structural walls, roofs and floors. All
sections the plant assembles are flat, easily packaged and transported. A wide
variety of small-to-medium size buildings can be designed, pre-fabricated in
large flat sections, and shipped to job sites worldwide. Window and door
openings are generally field cut to exact sizes. Field erection is fast and
efficient because LEEP FRAMELESS buildings are pre-engineered and freestanding,
i.e., no wood, metal or concrete vertical frame/support members are required to
construct most single-story buildings.

Efficient Design Implementation:Computerized (CAD) original designs and
design revisions are efficient because LEEP uses only one structural component
of the same thickness, strength and density, which is designed to support
structural wall, roof and floor applications. Modern File Transfer Protocol
(FTP) permits electronic transfer of design drawings between a contracted
Seattle Design Center and users worldwide, 24 hours a day. The company
encourages

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prospective customers to submit drawings electronically, or in hard copy, for
LEEPs review and quotation. If they have the flexibility, architects are
encouraged to design with LEEPs standard wall, roof and floor sections,
however, if the plans require non-standard section lengths or widths, LEEP will
accommodate such requirements.

Integral Chases for Wire, Plumbing and Floor Support Systems:LEEPCORE
FRAMELESS wall, roof and floor sections provide integral 2 1/2 x 4 wide
channels for use as wire, plumbing and communication link chases, in addition
to providing a recessed integral area to embed any required structural tube
steel. Applications requiring additional floor and/or roof support members are
accommodated in such a way that the support members are recessed flush with
LEEP walls, and may be covered with standard wallboard finishing methods.

Fire Resistant:Geographical areas with limited water supplies may be developed
with LEEPCORE because the product is non-combustible (Class1).

Low Maintenance:The deteriorating effects of moisture in high humidity
environments are resisted because polyurethane materials are fully waterproof.

Seismic Resistant:LEEPCORE is designed to withstand high levels of seismic
forces because of its light weight, high strength and flexibility, e.g.,
LEEPCORE bends but does not break and it does not fail catastrophically.
Additional testing will quantify LEEPCOREs seismic resistance factors and such
is expected in the last quarter of 2000.

MARKETS FOR THE COMPANYS PRODUCT: LEEP has identified vertical markets
believed to have strong demand for cost-effective product offering the advanced
performance characteristics provided by LEEPCORE:



| | 1. |  | 1,000 to 15,000 sq.ft. building size range, including insulated,
stand-alone commercial warehouses, office buildings, restaurants, and
retail goods stores;                                                                                                                                               
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Specialty buildings in the 500 to 2,000 sq.ft. size range. This
class of buildings includes remote structures for communication
equipment maintenance and other backcountry applications; freezer and
cooler uses; temperature stability in very-hot, very-cold, and/or
high-humidity climatic situations;
|
| | 3. |  | Housing for Emerging Nations;                                                                                                                                                                                                                                                                             
|
| | 4. |  | North American housing;                                                                                                                                                                                                                                                                                   
|
| | 5. |  | Modular buildings, including double and triple-wide and stacked
configurations;                                                                                                                                                                                                                           
|
| | 6. |  | Knockdown"/reassemble structures.                                                                                                                                                                                                                                                                        

MAIN MARKET/PRODUCT CATEGORIES AND ORDERS, WHICH THE COMPANY IS ADDRESSING:

Markets for LEEPCORE Buildings Requiring Building Permits: The Company is
seeking orders within markets where LEEPCOREs features and benefits will be
rewarded with volume follow-on orders. Prospective orders for narrowly defined
markets include:



| |  |  | Convenience stores                                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------------
|
| |  |  | Offices                                                                                                       
|
| |  |  | Warehouses                                                                                                    
|
| |  |  | Temperature-controlled warehouses for agricultural applications                                               
|
| |  |  | Refrigerated warehouses, walk-in coolers, fast-erection and
portable freezers for fast food chain applications

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| |  |  | Retail stores                                             
| | - |  | ----------------------------------------------------------
|
| |  |  | Restaurants                                               
|
| |  |  | Car-wash structures                                       
|
| |  |  | Housing in climatically and seismically-challenged regions

Markets That May Not Require Building Permits: LEEP has identified the Utility
Building markets need for one basic design, which builds out in a variety of
different sizes and is combinable into a large number of side-by-side and/or
end-to-end plans. The LEEP design can also come in knockdown form with four
to eight units shipping on one flatbed truck. They can also be assembled and
shipped, one or two units per truck, on frames, as completed modules, ready to
use.



| |  |  | Modules and panelized structures
| | - |  | --------------------------------



| | o |  | short-term leasing                                                              
| | - |  | --------------------------------------------------------------------------------
|
| | o |  | ancillary school buildings                                                      
|
| | o |  | fast erection markets where non-permanent status
provides tax and other benefits
|
| | o |  | disaster relief.                                                                



| |  |  | Wind resistant/fast erection buildings for military use                                  
| | - |  | -----------------------------------------------------------------------------------------
|
| |  |  | Small portable structures for oil industry
applications, on-shore and off                
|
| |  |  | Self-maintaining buildings for remote applications such as antenna
and electronic housing
|
| |  |  | Affordable modular and knockdown housing                                             
|
| |  |  | Temperature controlled rental storage units                                              
|
| |  |  | Walk-in freezers and coolers                                                             

COMPETITION: The other known non-residential panels currently on the market are
those made using sheet metal/foam technology often called, foam/metal curtain
panels. Unlike LEEPCORE, other known panels are not advertised to be roof-load
bearing. LEEPCORE is designed to be load bearing and can be used to construct
structural floors and roofs as well as load-bearing walls.

The non-residential building construction industry is highly competitive and is
dominated by companies that are typically large enterprises who actively
promote their building construction products to designers and property owners.

PATENTS AND LICENSES: The U.S. Patent and Trademark Office granted LEEPs third
patent in April 1999 (12 claims). LEEP filed an additional unifying"-type
patent with the U.S. Patent and Trademark Office in May 1999 and is in the
process of adding, by amendment, 12 more claims to the patent granted in April
1999.

A major application for patent protection of the Companys entire Building
System was filed July 24, 2000 (obviating the need for the July 1999 unifying
patent). The July Application is being filed as a worldwide patent to gain
patent protection in all countries in the world that honor patent law.

The primary thrust of the July 2000 patent application, known as Frameless
Building Systems, is to tie in the aspects of the Companys proprietary
LEEPCORE component to show and protect its many methods of use, combinations of
use and connections used in a wide variety of designs for building
construction. Of special interest to the patent application is the fact that
all three

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primary directions of forceCompression, In-Plane, Out-of-Planeare certified
to support commercial construction loads (or greater).

All of LEEPs patent work is aimed at protecting LEEPs technology as it
relates to manufacturing and construction with LEEPs lightweight (typically
2.6# per sq.ft.) building construction material, LEEPCORE, and its associated
LEEPCORE Building System.

Exclusive rights to use the patented technology in the United States and
nonexclusive rights outside of the U.S. are assigned to LEEP by the inventor.
Non-domestic rights are subject to LEEPs paying for all costs associated with
developing foreign business and paying the costs of applicable foreign patent
work desired by LEEP. LEEP has not yet patented any of its technology abroad.
All U.S. rights for subsequent related technology (patented or not) are
assigned to LEEP by LEEPs founder and early management.

CONSULTANTS: Steven J. Hall was retained by the Company to perform a
feasibility study of the Companys Business Plan. The completed study was
required by the US Department of Agriculture in support of the Companys
application for a loan guarantee. Mr. Hall has 50 years of active business and
management consulting experience. He has determined feasibility and projections
of start-up activities and development of new business directions for companies
such as Sperry Gyroscope Company, Long Island, NY; Booze, Allen, Hamilton, New
York City; Simpson Timber Company, Seattle, WA; and Stetson Ross Machine
Company, Seattle, WA. His presidential appointment to the Small Business
Administration added public service to Mr. Halls business career credentials.
Mr. Hall continues to perform management and evaluation consulting to Northwest
businesses and is committed to LEEP with his services for our future
requirements.

Pinnacle Consulting Group (Pinnacle), Snohomish, WA has agreed to become
responsible for tracking the overall design and implementation detail of LEEPs
automated plant. They are also responsible for fully documenting the production
machinery, vendors, manufacturing facility detail and associated services of
the full-scale manufacturing plant. This documentation is planned to allow LEEP
to duplicate the full-scale plant anywhere in the world.

Construction Documents, Inc. CAD Design Center (CDI) is a company with a
computerized design support group and format to design building enclosures for
LEEP. Using the popular AutoCAD design system, CDI has taken a significant
number of customer requirements from design concepts to technically useful,
high-quality engineering drawings. These design efforts have succeeded in
taking a complex high-end 2-story office building from the preliminary drawing
stage through shop drawings and city of Houston, TX building permit completion.
Dozens of preliminary building designs have been accomplished to support LEEPs
Customer Order Generation process. Significant order interest across a wide
range of building types has ensued as a result of LEEPs customer prospects,
executive and sales personnel interfaces with CDI.

In the process of organizing and developing the early CDI technical drafting
support function, DB Associates, Architects, LEEPs consultant since 1993,
designed, with Grant Record, LEEPs founder, a complete library of details,
which CDI converted to electronic files using the AutoCAD software. This
computer-stored library of connection details and a large array of specific
building designs, can, and has been electronically transmitted successfully to
other CAD technicians in different geographical locations.

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ITEM 2. DESCRIPTION OF PROPERTY.

LEEP owns a 36.5-acre rail side industrial park site in Shoshone, Idaho,
presently held for sale.

LEEP is leasing a 30,000 sq.ft. manufacturing facility in Montoursville. PA. In
the facility is a 100 3-stage rollformer, 3 containment presses, an automatic
foam generator and ancillary equipment, all of which is leased to LEEP.







ITEM 3. LEGAL PROCEEDING.

There are no legal proceedings in progress or pending at this time.







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

On April 30, 2000, at the annual meeting of shareholders, votes and proxies
totaling 21.4 million were represented. The following were elected unanimously
to serve as Directors of LEEP until the next annual meeting:



| |  | Grant C. Record     
|- |  | --------------------
| 
| |  | Donald C. Bazemore  
| 
| |  | James R. Medley     
| 
| |  | Way W. Lee          
| 
| |  | William R. Nordstrom
| 
| |  | Dennis Schrage      

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PART II







ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

LEEPs Common Stock is traded in the over-the-counter market and prices are
quoted on the NASDAQ Bulletin Board.

The following sets forth the high and low price information for each quarter
during the last two fiscal years, as provided by the NASDAQ Bulletin Board
quotations. The quotations provided reflect inter-dealer prices without retail
markup, markdown or commission and may not represent actual stock buyer costs.

|                          |                |  |      |       |     |  |  |       | 
|------------------------- | -------------- |  | ---- | ----- | --- |  |  | ----- | 
|                          |                |  | High |       | Low
|                          |                |  |      |       |    
|Year Ended April 30, 1998
|                         
|                         
|                         
|                         
|                          | First Quarter  |  |      | 19/32 |     |  |  | 13/32 | 
|                         
|                         
|                         
|                         
|                          | Second Quarter |  |      | 5/8   |     |  |  | 3/8   | 
|                         
|                         
|                         
|                         
|                          | Third Quarter  |  |      | 21/32 |     |  |  | 7/32  | 
|                         
|                         
|                         
|                         
|                          | Fourth Quarter |  |      | 21/32 |     |  |  | 7/16  | 
|                         
|                         
|                         
|                         
|Year Ended April 30, 1999
|                         
|                         
|                         
|                         
|                          | First Quarter  |  |      | 1/2   |     |  |  | 9/32  | 
|                         
|                         
|                         
|                         
|                          | Second Quarter |  |      | 5/16  |     |  |  | 7/32  | 
|                         
|                         
|                         
|                         
|                          | Third Quarter  |  |      | 15/64 |     |  |  | 3/16  | 
|                         
|                         
|                         
|                         
|                          | Fourth Quarter |  |      | 1/2   |     |  |  | 3/16  | 
|                         
|                         
|                         
|                         
|Year Ended April 30, 2000
|                         
|                         
|                         
|                         
|                          | First Quarter  |  |      | 5/8   |     |  |  | 15/64 | 
|                         
|                         
|                         
|                         
|                          | Second Quarter |  |      | 17/64 |     |  |  | 5/32  | 
|                         
|                         
|                         
|                         
|                          | Third Quarter  |  |      | 19/32 |     |  |  | 5/32  | 
|                         
|                         
|                         
|                         
|                          | Fourth Quarter |  |      | 23/32 |     |  |  | 19/64 | 

The number of holders of record of LEEPs Common Stock on August 4, 2000, is:
1,422. LEEP estimates that there are approximately 2,600 shareholders when
those who hold positions in LEEPs common stock in street names with
stockbrokers are added to the total.

LEEP has never paid a cash dividend.

12



---



##### Table of Contents









ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS.

Matters discussed herein contain forward-looking statements that involve risk
and uncertainties. This is particularly true as it relates to comments about
the development and funding of the full-scale plant, and building a distributor
dealer network, and LEEPs ability to produce and sell product. LEEPs results
may differ significantly from results indicated by forward-looking statements.
Factors that might cause some differences include, but are not limited to:



| |  |  | Changes in general economic conditions, including, but not limited
to, increases in interest rates, and shifts in domestic building
construction requirements;                                                                                                                                                                                                 
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Government regulations affecting customers, and local government
permitting of buildings using LEEP panels;                                                                                                                                                                                                                                                    
|
| |  |  | Risks generally involved in the construction business, including
weather, fixed price contracts and shortages of materials or
price-competitive labor;                                                                                                                                                                                                         
|
| |  |  | There are other companies with substantial capacity to build a
structural steel skin polyurethane panel, which could represent
competition to LEEP STRUCTURAL CORE construction in certain types of
buildings;                                                                                                                                                 
|
| |  |  | The ability of LEEP to successfully bring to the products from
their development stage into full and profitable production and sales;                                                                                                                                                                                                                          
|
| |  |  | In the last year LEEPs stock p[rice has shown considerable
volatility;                                                                                                                                                                                                                                                                                        
|
| |  |  | LEEPs ability to raise sufficient debt and/or equity capital to
perfect its business plans. In particular, the application for the USDA
guaranteed bank loan described below might not be approved by the
government, the syndicate of banks needed may not be fully subscribed
to, and LEEP might not be able to attract the $4,000,000 cash equity
required;
|
| |  |  | The occurrences of incidents that could subject LEEP to liability
or fines;                                                                                                                                                                                                                                                                                    
|
| |  |  | LEEPs ability to obtain the sales orders necessary to support the
volume of production required to sustain successful operations;                                                                                                                                                                                                                             
|
| |  |  | The ability of LEEP to attract the needed network of distributors
and dealers to support production capacity.                                                                                                                                                                                                                                                  

The year just completed is the first year in which LEEP had revenues from
operations. LEEPs first product sale consisted of a two-story 8,000 square
foot office building designed and constructed in Houston, TX. Revenue received
from this sale was $99,264 resulting in gross profit to LEEP of $23,141.

PLAN OF OPERATION:LEEP recently moved into a new 30,000 square foot building
and is installing a 100-foot long three-stage rollforming system and three
manual containment presses, capable in total of producing 756 panels or 18,000
square feet per month, for one shift. Present facilities allow for two
additional presses at an additional capital cost of $250,000, which would give
the Pennsylvania plant the ability to produce 90,000 square feet of panels per
month with three shifts. The plant presently employs six people, which is sufficient to
support existing capacity for one shift.

LEEPs product is being marketed and sold as a pre-engineered building system
to architects, builders and developers. A network of specialized distributors
and dealers in the U.S. is being put together and is presently introducing the
product in the marketplace. LEEPs management has been in contact with
developers and their representatives in the Middle East. These contacts have
widened the market scope of LEEP to include large volume projects that,
potentially, match LEEPs large volume production plans.

13



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##### Table of Contents



Outside investors sponsored completing LEEPs 1996/1997 R&D, and developed a
pilot manufacturing facility in Pennsylvania. These investors formed LEEP
Building Systems, Inc. (LBS), which became an operating company holding all
rights, title and interests to a manufacturing plant capable of producing LEEP
product. In April 2000, LEEP purchased the assets of LBS, which include
manufacturing equipment, equipment designs, processes, procedures, trade
secrets and know-how, leases, vendor and employee contracts and/or
relationships, inventories of raw, in process and/or finished goods. See notes
to the financial statements.

LEEPs primary focus for 2000/2001 is to manufacture and market its LEEP
STRUCTURAL CORE product. LEEPs strategy is to establish markets and build
sales backlog, and a full-scale highly automated manufacturing plant capable of
producing 100,000 square feet of pre-engineered panels per day that will employ
approximately 200 people. The full-scale p[plant would reduce the cost of goods
sold and increase the rate of production due to the introduction of a
continuous laminator. The laminator would take two coils of galvanized,
polyester coated, embossed sheet steel, straighten and configure it into bottom
and top skins by two rollformers. The skins and reinforcing strips are designed
to feed into the laminator. The top and bottom skins would move forward through
a preheating station and a mixture of Polyol and Iso chemicals would be
injected. The chemical processes are designed to instantly create a Class 1
modified polyurethane foam system with an exothermic reaction that drives the
expanding foam temperature beyond 200 degrees Fahrenheit. A core then forms and
bonds itself while in the liquid state to the skin surfaces inside the panel
cavity. Polyiso is a form of polyurethane glue that guarantees the bonding
integrity of core to skins. The high temperature of the expanding aerating
liquid polyurethane catalyzes this process. After cooling and stabilizing, the
laminated panel components are intended to be automatically cut to custom order
lengths by a flying saw. The constant speed of the entire process is expected
to be 40 linear ft. per minute. Financial commitments are not in place at this
time for the full-scale plant. LEEPs immediate second and third quarter
calendar 2000 focus is to use the expanding production capacity of the
Pennsylvania plant to meet the demands the sales to be generated by its
developing domestic distributor and dealer network, and foreign orders. LEEPs
R&D has been sufficiently completed to allow for sales and LEEP has
aggressively moved through its final development stage. LEEPs STRUCTURAL CORE
product is being produced on a daily basis.

LEEP has retained the Pinnacle Consulting Group, Snohomish, WA, to assist with
completing and implementing the design of a full-scale manufacturing plant.
Pinnacles work will result in a set of drawings, specifications, and equipment
vendor lists. LEEP will be able to use Pinnacles documentation package,
permanently, to duplicate LEEPs first full-scale production facility anywhere
in the world.

LEEP has chartered a Seattle-based CAD drafting services company to transfer
LEEPs system designs and design rules in order to design structures for
customers. An architectural firm under the supervision of a LEEP director was
retained to create a CD containing the entire LEEPCORE design detail library,
tools and rules of engagement. LEEP management believes the LEEPCORE
component and design methods for building construction provide a new level of
design simplicity and efficiency to assist engineers, architects and CAD design
technicians.

LIQUIDITY AND CAPITAL RESOURCES:In recent years LEEP was almost entirely
dependent on its CEO, Grant Record, arranging credit facilities, making
personal loans,

14



---



##### Table of Contents



procuring loans from other stockholders, and selling stock to investors in
order to meet the monthly cash needs of LEEP. LEEP does not have a regular
stream of revenue from operations beyond its first sale in Houston. Land and
equipment held for sale could net LEEP as much as $200,000.

LEEP has submitted a loan request for $20,000,000 to a bank for the purpose of
funding the establishment of its first full-scale highly automated
manufacturing plant and working capital to see it through the startup phase.
The bank would require a 60% guarantee from the USDA, Rural Development
Business and Industry Loan Program. LEEP has paid a non-refundable deposit of
$12,500 to the bank and has received a conditional commitment in return from
the bank. LEEP has many conditions to fulfill in order to qualify for the loan.
The bank has submitted the application to the USDA, which presently has the
application under consideration. Of the many conditions yet to be met the most
significant includes the requirement that LEEP provide $4,000,000 cash equity
into the project. At this time arrangements have not been made to supply the
needed cash equity. LEEP must acquire property for the plant that appraises at
$2,500,000 when expanded and refurbished. At the present time LEEP has paid
$20,000 to obtain an option on a building that it believes will meet the
requirements of the USDA and LEEP. The bank has stipulated that the loan cannot
close unless the bank locates other participants for $7,000,000 of the
un-guaranteed portion of the loan. At the present time LEEP is not aware of any
progress made identifying other participating banks.

LEEP acquired manufacturing equipment costing up to $1,132,000, which has been
financed with leases from finance companies in the amount of $1,132,000 over 60
months with monthly payments of approximately $23,000 to pay for the machines.
With the help of a director, LEEP also was able to order 400,000 pounds of
steel to be used in the production of panels. Two company directors have
provided a limited guarantee with recourse, and one of the manufacturers has
provided a remarketing agreement for $872,000. LEEP entered into agreements
with one of the company directors, who provided the financial guarantees,
requiring LEEP to escrow 2,000,000 shares of Rule 144 restricted common stock
in the directors name to be issued to the director in the event of default by
LEEP that results in the director being required to make payments. As a part of
this agreement, LEEP was also required to grant the director and his
associates, options to purchase 1,300,000 shares of Rule 144 restricted common
stock at $0.15 and $0.20 per share, which have been exercised.

LEEP purchased a rail-side industrial park site in Idaho. LEEP no longer plans
to build a production plant in Idaho, and is listing the property for sale.

In the year ended April 30, 1998, LEEP raised $20,000 from the sale of stock,
borrowed $51,562 from stockholders and $386,500 from a credit facility, and
issued stock for $605,132 worth of Company obligations. In the year ended April
30, 1999, LEEP received $46,816 from a credit facility, sold stock for $170,000
in cash and payables, and increased notes payable by $98,020. In the year just
ended, LEEP sold stock for $913,557 in cash, payables and services rendered,
and received $235,000 from the exercise of stock options. Stockholder
debt and obligations were forgiven resulting in capital contributions
to LEEP in the amount of $616,855.

LEEP will continue borrowing money and selling stock to fund its corporate
overhead and maintain operations at its Pennsylvania plant. Because of its full
time staff, rent, lease payments on equipment and needed supplies resulting
from entering the manufacturing phase of the business, LEEPs minimum cost of
operation is approximately $150,000 per month. While LEEP has been successful
to date in funding its overhead, arrangements are not in place to cover
overhead costs for the foreseeable future. With sufficient firm orders in hand,
the plant could be

15



---



##### Table of Contents



in full production utilizing three presses. Resultant revenues would be
expected to more than cover operating costs that could increase to
approximately $340,000 per month.

A $50,000 loan is outstanding to a directors family member, which is
convertible to LEEP common stock. A $72,000 note is due a third party in Idaho,
which is secured by the land in Idaho. LEEP has extended the note pending the
sale of the land.

RESULTS OF OPERATIONS:Sales for the year just ended totaled $99,264. LEEP is
currently manufacturing LEEPCORE panels for inventory in order to support
ongoing sales efforts. For further analysis, see LEEPs Statement of Cash
Flows. A substantial increase in R&D from the previous year resulted from fees
to the lab used to conduct tests of LEEP panels. A substantial increase in
General & Administrative expenses was the result of hiring a new President,
certain compensation expenses relating to the issue of stock options to
non-employees, expenses associated with establishing leases on manufacturing
equipment for Pennsylvania, and one month of operating the new plant in
Pennsylvania.

16



---



##### Table of Contents









ITEM 7. FINANCIAL STATEMENTS.

INDEPENDENT AUDITORS REPORT

The Board of Directors
Leading-Edge Earth Products, Inc.
Seattle, WA

I have audited the accompanying balance sheet of Leading-Edge Earth
Products, Inc. as of April 30, 2000 and the related statements of operations,
cash flows, and stockholders equity for the years ended April 30, 2000 and
1999. These financial statements are the responsibility of the Companys
management. My responsibility is to express an opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Leading-Edge Earth
Products, Inc. as of April 30, 2000, and the results of its operations and its
cash flows for the years ended April 30, 2000 and 1999 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Leading-Edge Earth Products, Inc. will continue as a going concern. There is
substantial doubt about the Companys ability to continue as a going concern as
a result of recurrent losses and negative working capital. Managements plans
in regard to these matters are also described in Note 1 to the financial
statements. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

W. Alan Jorgensen
Certified Public Accountant

July 31, 2000
Seattle, WA

17



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.

Financial Statements

April 30, 2000 and 1999

18



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.







Balance SheetApril 30, 2000

|                                      |                                                                                                      |                           |                                            |            |         |         | 
|------------------------------------- | ---------------------------------------------------------------------------------------------------- | ------------------------- | ------------------------------------------ | ---------- | ------- | ------- | 
|ASSETS                               
|                                     
|                                     
|                                     
|                                     
|Current Assets                       
|                                     
|                                     
|                                     
|                                     
|                                      | Cash                                                                                                 |                           | $                                          | 75,994     |        
|                                     
|                                     
|                                     
|                                     
|                                      | Accounts receivable                                                                                  |                           |                                            | 38,186     |        
|                                     
|                                     
|                                     
|                                     
|                                      | Inventories                                                                                          |                           |                                            | 117,551    |        
|                                     
|                                     
|                                     
|                                     
|                                      | Prepaids                                                                                             |                           |                                            | 15,868     |        
|                                      |                                                                                                      |                           |                                            |           
|                                      |                                                                                                      | Total current assets      |                                            |            | 247,599 |        
|                                     
|                                     
|                                     
|                                     
|Long-lived Assets                    
|                                     
|                                     
|                                     
|                                     
|                                      | Property, plant and equipment                                                                        |                           |                                            | 256,676    |        
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated depreciation                                                                             |                           |                                            | (2,784     | )      
|                                     
|                                     
|                                     
|                                     
|                                      | Intangible assets                                                                                    |                           |                                            | 198,000    |        
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated amortization                                                                             |                           |                                            | (1,650     | )      
|                                      |                                                                                                      |                           |                                            |           
|                                      |                                                                                                      | Total long-lived assets   |                                            |            | 450,241 |        
|                                      |                                                                                                      |                           |                                            |           
|                                      | Land and equipment held for sale                                                                     |                           |                                            | 134,108    |        
|                                      |                                                                                                      |                           |                                            |           
|                                      |                                                                                                      |                           | Total assets                               |            | $       | 831,948 | 
|                                      |                                                                                                      |                           |                                            |           
|LIABILITIES AND SHAREHOLDERS DEFICIT
|                                     
|                                     
|                                     
|                                     
|Current Liabilities                  
|                                     
|                                     
|                                     
|                                     
|                                      | Credit line                                                                                          |                           | $                                          | 385        |        
|                                     
|                                     
|                                     
|                                     
|                                      | Accounts payable                                                                                     |                           |                                            | 125,530    |        
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued contract salary payable                                                                      |                           |                                            | 150,915    |        
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued royalties and interest payable                                                               |                           |                                            | 107,811    |        
|                                     
|                                     
|                                     
|                                     
|                                      | Loans from shareholders                                                                              |                           |                                            | 59,110     |        
|                                     
|                                     
|                                     
|                                     
|                                      | Notes payable                                                                                        |                           |                                            | 101,703    |        
|                                      |                                                                                                      |                           |                                            |           
|                                      |                                                                                                      | Total current liabilities |                                            |            | 545,454 |        
|                                     
|                                     
|                                     
|                                     
|Contingent Liabilities                |                                                                                                      |                           |                                           |           
|                                     
|                                     
|                                     
|                                     
|Shareholders Equity (Deficit)       
|                                     
|                                     
|                                     
|                                     
|                                      | Preferred shares (10 million shares authorized, none issued)                                         |                           |                                            |           |        
|                                     
|                                     
|                                     
|                                     
|                                      | Common stock, no par value, 100 million shares authorized
(Issued and outstanding 38,314,014 shares) |                           |                                            | 7,417,321  |        
|                                     
|                                     
|                                     
|                                     
|                                      | Note receivable from shareholders                                                                    |                           |                                            | (80,000    | )      
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated deficit                                                                                  |                           |                                            | (7,050,827 | )      
|                                      |                                                                                                      |                           |                                            |           
|                                      |                                                                                                      | Shareholders equity      |                                            |            | 286,494 |        
|                                      |                                                                                                      |                           |                                            |           
|                                      |                                                                                                      |                           | Total liabilities and shareholders equity |            | $       | 831,948 | 
|                                      |                                                                                                      |                           |                                            |           

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

19



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.







Statement of OperationsFor Years Ended April 30, 2000 and 1999

|                                    |                                               |                                            |            |         |                     |            |          |         |            |          |  
|----------------------------------- | --------------------------------------------- | ------------------------------------------ | ---------- | ------- | ------------------- | ---------- | -------- | ------- | ---------- | -------- | -
|                                    |                                               |                                            |            |         | Year ended April 30
|                                    |                                               |                                            |            |         |                    
|                                    |                                               |                                            |            |         | 2000                |            | 1999    
|                                    |                                               |                                            |            |         |                     |            |         
|Sales                               |                                               | $                                          | 99,264     |         |                     | $          |         |        
|                                   
|                                   
|                                   
|                                   
|Other                               |                                               |                                            | 2,620      |         |                     |            | 6,213    |        
|                                    |                                               |                                            |            |         |                     |            |          |        
|                                    | Total income                                  |                                            |            | 101,884 |                     |            |          | 6,213   |           
|                                   
|                                   
|                                   
|                                   
|Cost of goods sold                  |                                               |                                            | 76,143     |         |                     |            |         |        
|                                    |                                               |                                            |            |         |                     |            |          |        
|Gross profit                        |                                               |                                            | 25,741     |         |                     |            | 6,213    |        
|                                   
|                                   
|                                   
|                                   
|Research and Development Expenses   |                                               |                                            | 62,472     |         |                     |            | 17,966   |        
|                                   
|                                   
|                                   
|                                   
|General and Administrative Expenses
|                                   
|                                   
|                                   
|                                   
|                                    | Contract salaries and incentives              |                                            |            | 111,227 |                     |            |          | 62,890  |           
|                                   
|                                   
|                                   
|                                   
|                                    | Travel and entertainment                      |                                            |            | 31,262  |                     |            |          | 22,528  |           
|                                   
|                                   
|                                   
|                                   
|                                    | Legal and professional                        |                                            |            | 24,565  |                     |            |          | 118,860 |           
|                                   
|                                   
|                                   
|                                   
|                                    | Promotional and corporate development         |                                            |            | 170,565 |                     |            |          | 67,468  |           
|                                   
|                                   
|                                   
|                                   
|                                    | Other general and administrative costs        |                                            |            | 326,074 |                     |            |          | 80,272  |           
|                                    |                                               |                                            |            |         |                     |            |          |        
|                                    |                                               | Total general and administrative           |            |         | 663,694             |            |          |         | 352,018    |         
|                                    |                                               |                                            |            |         |                     |            |          |        
|Loss from operations                |                                               |                                            | (700,424   | )       |                     |            | (345,805 | )      
|                                    |                                               |                                            |            |         |                     |            |          |        
|Interest and Other Expense         
|                                   
|                                   
|                                   
|                                   
|                                    | Interest expense                              |                                            |            | 33,274  |                     |            |          | 40,775  |           
|                                   
|                                   
|                                   
|                                   
|                                    | Interest income                               |                                            |            |        |                     |            |          | (65,200 | )         
|                                   
|                                   
|                                   
|                                   
|                                    | Loss on impairment of assets                  |                                            |            | 457,356 |                     |            |          |        |           
|                                   
|                                   
|                                   
|                                   
|                                    | Adjustment for unpaid revenues from affiliate |                                            |            |        |                     |            |          | 52,181  |           
|                                    |                                               |                                            |            |         |                     |            |          |        
|                                    |                                               | Total interest and other expense           |            |         | 490,630             |            |          |         | 27,756     |         
|                                    |                                               |                                            |            |         |                     |            |          |        
|Loss Before Income Taxes            |                                               |                                            | (1,191,054 | )       |                     |            | (391,527 | )      
|                                    |                                               |                                            |            |         |                     |            |          |        
|Income taxes                        |                                               |                                            |           |         |                     |            |         |        
|                                    |                                               |                                            |            |         |                     |            |          |        
|                                    |                                               |                                            | Net loss   |         | $                   | (1,191,054 | )        |         | $          | (391,527 | )
|                                    |                                               |                                            |            |         |                     |            |          |        
|                                    |                                               | Basic and diluted loss per common share    |            | $       | (0.04               | )          |          | $       | (0.01      | )       
|                                   
|                                   
|                                   
|                                   
|                                    |                                               | Weighted average common shares outstanding |            |         | 32,752,758          |            |          |         | 28,573,426 |         

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

20



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.







Statement of Cash FlowsFor Years Ended April 30, 2000 and 1999

|                                                                       |                                     |   |                     |         |      |   |          |         | 
|---------------------------------------------------------------------- | ----------------------------------- | - | ------------------- | ------- | ---- | - | -------- | ------- | 
|                                                                       |                                     |   | Year Ended April 30
|                                                                       |                                     |   |                    
|                                                                       |                                     |   | 2000                |         | 1999
|                                                                       |                                     |   |                     |         |     
|Cash flows from operating activities                                  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Net loss                                                               |                                     | $ | (1,191,054          | )       |      | $ | (391,527 | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Adjustments to reconcile net loss
to cash used in operating activities
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Nonqualified stock options and grants                                  |                                     |   | 199,347             |         |      |   | 97,967   |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Stock for payables for service                                         |                                     |   | 833,035             |         |      |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Depreciation and amortization                                          |                                     |   | 4,434               |         |      |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Settlement of lawsuit                                                  |                                     |   |                    |         |      |   | 25,451   |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Changes in operating assets and liabilities                           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Write off of receivables                                               |                                     |   | 67,826              |         |      |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Receivables                                                            |                                     |   | (31,103             | )       |      |   | (14,687  | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Prepaid expenses and deposits                                          |                                     |   | 24,583              |         |      |   | 834      |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accounts payable                                                       |                                     |   | 41,211              |         |      |   | 106,392  |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accrued salary obligations                                             |                                     |   | (307,428            | )       |      |   | 60,000   |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accrued interest payable                                               |                                     |   | 17,332              |         |      |   | 2,607    |        
|                                                                       |                                     |   |                     |         |      |   |          |        
|                                                                       | Total adjustments to operating loss |   |                     | 849,238 |      |   |          | 278,563 | 
|                                                                       |                                     |   |                     |         |      |   |          |        
|Cash used in operating activities                                      |                                     |   | (341,816            | )       |      |   | (112,964 | )      
|                                                                       |                                     |   |                     |         |      |   |          |        
|Investing activities                                                  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Investment in affiliate                                                |                                     |   | 13,494              |         |      |   | (130,286 | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Equipment purchases, disposals                                         |                                     |   |                    |         |      |   | (73,020  | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Payments on notes receivable from shareholders                         |                                     |   | (357,500            | )       |      |   |         |        
|                                                                       |                                     |   |                     |         |      |   |          |        
|Cash used by investing activities                                      |                                     |   | (344,006            | )       |      |   | (203,306 | )      
|                                                                       |                                     |   |                     |         |      |   |          |        
|Financing activities                                                  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Increase (decrease) in line of credit                                  |                                     |   | (71,541             | )       |      |   | 46,816   |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Borrowings on credit line                                              |                                     |   | 28,500              |         |      |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Sale of common stock                                                   |                                     |   | 588,733             |         |      |   | 170,000  |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Exercise of stock options                                              |                                     |   | 235,000             |         |      |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Proceeds from notes payable                                            |                                     |   |                    |         |      |   | 73,020   |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Payments on loans from shareholders                                    |                                     |   | (95,000             | )       |      |   |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Proceeds  loans from shareholders                                     |                                     |   | 75,000              |         |      |   | 25,000   |        
|                                                                       |                                     |   |                     |         |      |   |          |        
|Cash provided by financing activities                                  |                                     |   | 760,692             |         |      |   | 314,836  |        
|                                                                       |                                     |   |                     |         |      |   |          |        
|Change in cash                                                         |                                     |   | 74,870              |         |      |   | (1,434   | )      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash at beginning of period                                            |                                     |   | 1,124               |         |      |   | 2,557    |        
|                                                                       |                                     |   |                     |         |      |   |          |        
|Cash at end of period                                                  |                                     | $ | 75,994              |         |      | $ | 1,124    |        
|                                                                       |                                     |   |                     |         |      |   |          |        
|Taxes paid                                                             |                                     | $ |                    |         |      | $ |         |        
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Interest paid                                                          |                                     | $ | 12,209              |         |      | $ |         |        

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

21



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LEADING-EDGE EARTH PRODUCTS, INC.







Cash Flows Supplemental ScheduleFor Years Ended April 30, 2000 and 1999

|                                                                     |  |                     |         |      |  |   |         | 
|-------------------------------------------------------------------- |  | ------------------- | ------- | ---- |  | - | ------- | 
|                                                                     |  | Year Ended April 30
|                                                                     |  |                    
|                                                                     |  | 2000                |         | 1999
|                                                                     |  |                     |         |     
|Payables for services for common stock                               |  | $                   |        |      |  | $ | 108,137 | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Increase in shareholder loan for accounts payable                    |  |                     | 19,423  |      |  |   | 43,107  | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Share in exchange for investment in affiliate                        |  |                     |        |      |  |   | 70,000  | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange of accounts payable for land                                |  |                     |        |      |  |   | 53,568  | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Settle lawsuit for interest payable                                  |  |                     |        |      |  |   | 30,949  | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Settle lawsuit in exchange for note receivable                       |  |                     |        |      |  |   | 128,784 | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Settle lawsuit in exchange for loan payable                          |  |                     |        |      |  |   | 103,333 | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange inventory for investment in affiliate                       |  |                     |        |      |  |   | 30,724  | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange receivables for investment in affiliate                     |  |                     |        |      |  |   | 11,718  | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Capital contribution from shareholder                                |  |                     | 564,427 |      |  |   |        | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Settlement of lawsuit for contract salary                            |  |                     | 52,428  |      |  |   |        | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange of shares for improvement to land                           |  |                     | 108,644 |      |  |   |        | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange of shares for services                                      |  |                     | 324,824 |      |  |   |        | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange of $777,360 investment in joint venture for
acquired assets |  |                     | 320,004 |      |  |   |        | 
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|Exchange of 1,800,000 common shares for technology transfer          |  |                     | 198,000 |      |  |   |        | 

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

22



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LEADING-EDGE EARTH PRODUCTS, INC.







Statement of Stockholders Equity (Deficit)

|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  |             |            |               |  |   |            |  
|------------------------------------------ |  | ----- | ---------- | ------------ |  | ------------ | ---------- | ------------ |  | ------------ | --------- | -------- |  | - | -------- | - |  | ----------- | ---------- | ------------- |  | - | ---------- | -
|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  | Deficit     |            | Total        
|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  | Accumulated |            | Stockholders'
|                                           |  | Price |            | Common Stock |  | Notes        |            | during the   |  | Equity      
|                                           |  | Per   |            |              |  | Receivable - |            | Development  |  | (Accumulated
|                                           |  | Share |            | Shares       |  | Amount       |            | Stockholders |  | Stage        |           | Deficit)
|                                           |  |       |            |              |  |              |            |              |  |              |           |         
|Balances at April 30, 1998 brought forward |  |       |            |              |  |              | 27,852,140 |              |  | $            | 5,159,865 |          |  | $ | (483,784 | ) |  | $           | (5,468,246 | )             |  | $ | (792,165   | )
|                                          
|                                          
|                                          
|                                          
|Common stock issued for services           |  | $     | 0.19-$0.39 |              |  |              | 557,207    |              |  |              | 134,948   |          |  |   |         |   |  |             |           |               |  |   | 134,948    |  
|                                          
|                                          
|                                          
|                                          
|Common stock issued for cash               |  | $     | 0.15-$0.20 |              |  |              | 1,400,666  |              |  |              | 230,000   |          |  |   |         |   |  |             |           |               |  |   | 230,000    |  
|                                          
|                                          
|                                          
|                                          
|Common stock issued for interest           |  | $     | 0.19       |              |  |              | 25,000     |              |  |              | 4,750     |          |  |   |         |   |  |             |           |               |  |   | 4,750      |  
|                                          
|                                          
|                                          
|                                          
|Settlement of lawsuit                      |  |       |            |              |  |              |           |              |  |              |          |          |  |   | 128,784  |   |  |             |           |               |  |   | 128,784    |  
|Net loss for fiscal 1998                   |  |       |            |              |  |              |           |              |  |              |          |          |  |   |         |   |  |             | (391,527   | )             |  |   | (391,527   | )
|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  |             |            |               |  |   |            |  
|Balances at April 30, 1999                 |  |       |            |              |  |              | 29,835,013 |              |  |              | 5,529,562 |          |  |   | (355,000 | ) |  |             | (5,859,773 | )             |  |   | (685,211   | )
|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  |             |            |               |  |   |            |  
|                                          
|                                          
|                                          
|                                          
|Common stock issued for assets             |  | $     | 0.11       |              |  |              | 1,800,000  |              |  |              | 198,000   |          |  |   |         |   |  |             |           |               |  |   | 198,000    |  
|                                          
|                                          
|                                          
|                                          
|Common stock issued for cash               |  | $     | 0.16       |              |  |              | 3,657,024  |              |  |              | 588,733   |          |  |   |         |   |  |             |           |               |  |   | 588,733    |  
|                                          
|                                          
|                                          
|                                          
|Options exercised for cash                 |  | $     | 0.18       |              |  |              | 1,300,000  |              |  |              | 235,000   |          |  |   |         |   |  |             |           |               |  |   | 175,000    |  
|                                          
|                                          
|                                          
|                                          
|Common stock issued for services           |  | $     | 0.21       |              |  |              | 738,440    |              |  |              | 156,430   |          |  |   |         |   |  |             |           |               |  |   | 156,430    |  
|                                          
|                                          
|                                          
|                                          
|Common stock issued for other assets       |  | $     | 0.28       |              |  |              | 594,077    |              |  |              | 168,394   |          |  |   |         |   |  |             |           |               |  |   | 168,394    |  
|                                          
|                                          
|                                          
|                                          
|Contributed capital                        |  |       |            |              |  |              |            |              |  |              | 616,855   |          |  |   |         |   |  |             |           |               |  |   | 616,855    |  
|                                          
|                                          
|                                          
|                                          
|Compensatory options outstanding           |  |       |            |              |  |              |            |              |  |              | 199,347   |          |  |   |         |   |  |             |           |               |  |   | 199,347    |  
|                                          
|                                          
|                                          
|                                          
|Shares held in escrow                      |  |       |            |              |  |              | 2,000,000  |             
|                                          
|                                          
|                                          
|                                          
|Write off of receivable from
shareholder   |  |       |            |              |  |              |            |              |  |              | (275,000  | )        |  |   | 275,000  |   |  |             |           |               |  |   |           |  
|                                          
|                                          
|                                          
|                                          
|Net loss for year ended April 30, 2000     |  |       |            |              |  |              |            |              |  |              |          |          |  |   |         |   |  |             | (1,191,054 | )             |  |   | (1,191,054 | )
|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  |             |            |               |  |   |            |  
|Balances at April 30, 2000                 |  |       |            |              |  |              | 39,924,554 |              |  | $            | 7,417,321 |          |  | $ | (80,000  | ) |  | $           | (7,050,827 | )             |  | $ | 286,494    |  
|                                           |  |       |            |              |  |              |            |              |  |              |           |          |  |   |          |   |  |             |            |               |  |   |            |  

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

23



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND POOLING INTERESTSLeading-Edge Earth Products, Inc. (an Oregon
corporation) believes its products have applications for single-family,
multifamily residential, and low-rise commercial construction. The Company has
recently emerged from the development stage, having made significant sales of
its principal product. However, sales during fiscal 2000 were not at a level to
support operations. The Companys business activities have been financed
primarily through the issuance of equity securities, outside loans, and loans
from shareholders.

GOING CONCERNThe Companys ability to continue as a going concern is dependent
upon its success in transforming its building panel technology into a
profitable operation and additional funding commensurate with operating
activity. The Company has a history of deficiency of cash flow from operations.
These concerns raise substantial doubt about the ability of the Company to
continue a going concern. Managements plans to address these issues include
increasing sales and profit margin by establishing a distribution network and
improving prices and operating efficiency. Further, management plans to
continue to finance its operations through private placements of its common
shares, borrowings from officers and more traditional institutional debt
financing until financing can be sustained by operations. Also, the Company
plans to concentrate on maximum utilization of the plant facility in
Pennsylvania, while disposing of land and equipment held in Idaho, which the
Company had held for planned expansion. The accompanying financial statements
have been prepared on the basis that the Company will be able to continue as a
going concern. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

RECLASSIFICATIONSCertain reclassifications have been made to the financial
information previously reported in order to conform to the 1999 presentation.
These classifications have no effect on loss from operations and net loss as
previously reported.

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

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

RECEIVABLESManagement has evaluated the collection probability of certain
assets due from Agile Building Technology, Inc. (Agile) and others and has
determined that these amounts should be written off. These amounts had been
previously fully allowed for as bad debt,

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LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

and accordingly there was no material impact on earnings for the fiscal year
ended April 30, 2000.

INVENTORYInventory was acquired from a former joint venture partner in April
2000. Inventory is stated at the lower of cost or market assuming FIFO. The
inventory was purchased at the historical cost to the joint venture.

IMPAIRMENT OF ASSETSDuring fiscal 2000, Management, as part of on ongoing
assessment of the impairment of Company assets, determined that certain assets
were impaired. Accordingly, these assets have been adjusted downward and for
fiscal 2000, a loss on impairment of assets has been recorded in the amount of
$457,356.

PROPERTY AND EQUIPMENTIn April 2000, the Company purchased all of the assets
from a joint venture partner, LBS. the Company acquired certain assets
including inventory, equipment, and a proprietary process in exchange for
certain receivables due from LBS, common shares of the Company, and agreeing to
pay certain incidental payables of the joint venture. The assets acquired were
recorded at the fair value of the considerations exchanged, including 1,800,000
shares of the Companys common stock with an estimated market value of
$198,000.

INTANGIBLE ASSETThe value of the proprietary manufacturing process acquired
from LBS was based on the fair market value of the 1,800,000 shares of common
stock exchanged in the acquisition of assets. Management estimates that the
economic life of this intangible asset to be 10 years. One months amortization
was expensed during the fiscal year ended April 30, 2000.

NET LOSS PER COMMON SHARENet Loss per common share is computed based on the
weighted average number of common shares and common share equivalents
outstanding. When dilutive, stock options are included as common share
equivalents using the treasury stock method. There was no difference between
primary and fully diluted earnings per share for all periods presented.

STOCK-BASED COMPENSATIONIn October 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 123 (SFAS 123)
which addresses the accounting for stock-based compensation arrangements.
SFAS 123 permits a company to choose either a new fair-value-based method or
the current APB Opinion 25 intrinsic-value-based method of accounting for
stock-option-based compensation arrangements. The Company has adopted SFAS 123
for the year ending April 30, 1997 and thereafter. Management will continue to
record stock-based compensation using current APB Opinion 25
intrinsic-value-based method and, therefore, believes adoption of SFAS 123 will
not impact the Companys financial position and results of operations.

INVESTMENTSThe Company has a 35% interest in Agile, a development stage
enterprise established in December 1995, to manufacture building panels using
technology developed jointly with the Company and/or independently. Agile has
incurred substantial operating losses since its inception on through the period
ended April 30, 2000, and there is substantial doubt about its ability to
continue as a going concern. This investment is accounted for using the equity
method and no value related to this investment is reflected in the Companys
financial statements. The Company has not recognized its proportionate share of
Agiles net losses, as the Company has no obligation to fund any such losses.

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LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

LAND AND EQUIPMENT HELD FOR SALEAs of April 2000, the Company plans to sell
certain land and improvements held by the Company located in Shoshone, ID,
which are recorded at book value. Management estimates that the net realizable
value from the sale of these assets will be more than the recorded book value.

Note 2: RELATED PARTY TRANSACTIONS

INVESTMENT IN JOINT VENTURELBS was a joint venture partnered by the Company
and L/A Investors. L/A Investors holds a small percentage of the Companys
common stock. L/A Investors is the sole shareholder of LBS. Since July 31,
1998, the Company has advanced significant cash and other assets to LBS. The
cash and other resources advanced by the Company under this arrangement have
been accounted for as Investment in Affiliate. During fiscal 1999, the
investment in LBS increased substantially and the relationship with LBS has
evolved. As a result, the investment was considered a long lived asset on
April 30, 1999.

In April 2000, the Company purchased certain assets and agreed to pay certain
payables of LBS in exchange for the amounts due from and investment in LBS. The
following is a list of the acquisition from LBS.

|                     |  |   |          |  
|-------------------- |  | - | -------- | -
|Cash and receivables |  | $ | 1,500    |  
|                    
|                    
|                    
|                    
|Inventories          |  |   | 171,982  |  
|                    
|                    
|                    
|                    
|Equipment            |  |   | 199,706  |  
|                    
|                    
|                    
|                    
|Intangible assets    |  |   | 198,000  |  
|                    
|                    
|                    
|                    
|Payables             |  |   | (53,184  | )
|                     |  |   |          |  
|Net assets acquired  |  | $ | (518,004 | )
|                     |  |   |          |  

In exchange for the acquired assets, the Company relinquished $777,360 in
receivables and investment in LBS. As a result of this exchange management
determined that the carrying value of certain of these assets was impaired and
a loss of $457,356 has been recorded (see note on impairment below). In
addition, $60,000 of the equipment acquired is classified in the balance sheet
as for sale.

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

NOTES RECEIVABLE FROM STOCKHOLDERSDuring fiscal 1999 a lawsuit with a former
shareholder and officer of the Company was settled. As a result of this
settlement the accounts Note Receivable from Shareholders, Loans from
Shareholders and Interest Payable were reduced. A gain related to this
settlement of $5,498 was recognized as other income for fiscal 1999.

During fiscal 2000 management determined that the carrying value of a $275,000
note due from a shareholder should be reduced to zero due to uncertainties
about the possibilities of collecting.

26



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

This note was originally recorded as a capital transaction, having been
exchanged for common shares, and was reflected in the financial statements as a
reduction of capital. Reducing the carrying amount to zero has no effect on the
Companys operations or net equity.

LOANS FROM STOCKHOLDERSOn April 30, 2000, and April 30, 1999, $64,116, and
$416,120, respectively, was owed to officers and stockholders, in unsecured,
demand notes with interest accruing at 8% or 10% per annum. During fiscal 2000,
a principal shareholder and control person forgave $564,427 in amounts due to
him. In addition, a former officer forgave the accrued salary of $52,428. These
events are reflected in the financial statements as a reduction of liabilities
and a contribution of capital.

LINE OF CREDITThe unused portion of LEEPs $50,000 line of credit was $49,750
and $3,184 at April 30, 2000 and April 30, 1999, respectively. The Companys
CEO personally guarantees this line of credit.

Note 3: PREFERRED AND COMMON STOCK

PREFERREDThe Articles of Incorporation authorize issuance of up to 100,000,000
shares of common stock and up to 10,000,000 shares of preferred stock. No
preferred shares have been issued. The Board of Directors has the authority,
without further stockholder action, to determine the preferences, limitations,
and relative rights of the preferred stock, subject to the requirements on the
Oregon Business Corporation Act.

COMMON STOCKAs of April 30, 2000, 12,713,776 shares of the Companys common
stock are freely tradable, and 17,121,237 shares of common stock were
restricted. See options outstanding note below.

Note 4: INCOME TAXES

Deferred tax assets primarily consist of net operating loss carry forwards as
the Company has not generated taxable income since inception. There are no
significant deferred tax liabilities. As management of the Company cannot
determine that it is more likely than not that the Company will receive benefit
from these assets, a valuation allowance has been established to reduce the
deferred tax assets to zero at April 30, 2000. Differences between the
cumulative net loss for financial reporting purposes and that available for
income tax purposes arise primarily as a result of nondeductible expenditures
paid by the issuance of securities and capitalized start up costs.

At April 30, 2000, the Company had net operating loss carry-forwards available
to reduce taxable income in future years of approximately $4,500,000, which
begin to expire in 2009.

Note 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

The Companys financial instruments include cash, receivables, accounts
payable, notes payable and loans from stockholders. Except for notes receivable
from stockholders and loans from stockholders, the Company believes that the
fair value of these financial instruments approximates their carrying amounts
based on current market indicators, such as prevailing market rates. It is not
practicable to estimate the fair value of notes receivable from stockholders
and loans from stockholders, due primarily to the uncertainty surrounding the
timing of cash flows.

27



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LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

Note 6: INVENTORY

The Companys inventories consist of raw materials, work-in-progress and
finished goods.

|                                 |  |                                         |         |  |  |  |                    |  |  |   |         | 
|-------------------------------- |  | --------------------------------------- | ------- |  |  |  | ------------------ |  |  | - | ------- | 
|Inventories as of April 30, 2000 |  | Cost of goods sold as of April 30, 2000
|                                 |  |                                        
|Raw Material                     |  | $                                       | 56,017  |  |  |  | Beginning          |  |  | $ |        | 
|                                
|                                
|                                
|                                
|WIP                              |  |                                         | 38,153  |  |  |  | Purchased          |  |  |   | 193,694 | 
|                                
|                                
|                                
|                                
|Finished goods                   |  |                                         | 23,381  |  |  |  | Available          |  |  |   | 193,694 | 
|                                
|                                
|                                
|                                
|                                 |  |                                         |         |  |  |  | Ending inventory   |  |  |   | 117,551 | 
|                                 |  |                                         |         |  |  |  |                    |  |  |   |         | 
|                                 |  | $                                       | 117,551 |  |  |  | Cost of goods sold |  |  | $ | 76,143  | 
|                                 |  |                                         |         |  |  |  |                    |  |  |   |         | 

Inventory is valued at lower of cost or market on a FIFO basis.

Note 7: PROPERTY AND EQUIPMENT

Property and equipment at April 30, 2000 are summarized as follows:

|                         |  |   |         |  
|------------------------ |  | - | ------- | -
|Plant design             |  | $ | 117,025 |  
|                        
|                        
|                        
|                        
|Manufacturing equipment  |  |   | 129,543 |  
|Office equipment         |  |   | 10,108  |  
|                         |  |   |         |  
|Total                    |  | $ | 256,676 |  
|                        
|                        
|                        
|                        
|Accumulated depreciation |  |   | (2,784  | )
|                         |  |   |         |  
|Net book value           |  | $ | 253,892 |  
|                         |  |   |         |  

Note 8: STOCK BASED COMPENSATION

Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123 (SFAS 123) addresses the accounting for stock-based
compensation arrangements. SFAS 123 permits a company to choose either a new
fair-value-based method or the current APB Opinion 25 intrinsic-value-based
method of accounting for stock-option-based compensation arrangements.
Management will continue to record stock-based compensation using APB Opinion
25 method and believes adoption of SFAS 123 will not impact the Companys
financial position and results of operations.

The pro forma effect of valuing the options for financial reporting purposes
would be to increase the net loss by $201,889 and $9,398 for fiscal 2000 and
1999 respectively. Assumptions for the Black-Scholes model for fiscal 2000 pro
forma calculations were consistent with those used for fiscal 1999. The effect
on loss per share for both 2000 and 1999 would have been negligible.

28



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

For the year ended April 30, 2000

|                           |  |           |         |          |  |            |         |            |  |          |         |           |  |   |         |   |  |   |         |   |  |   |         |  
|-------------------------- |  | --------- | ------- | -------- |  | ---------- | ------- | ---------- |  | -------- | ------- | --------- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|Grant date                 |  | 7/14/1999 |         | 8/9/1999 |  | 10/14/1999 |         | 12/20/1999 |  | 1/4/2000 |         | 2/29/2000
|                           |  |           |         |          |  |            |         |            |  |          |         |          
|Options granted for shares |  |           | 700,000 |          |  |            | 500,000 |            |  |          | 200,000 |           |  |   | 500,000 |   |  |   | 300,000 |   |  |   | 300,000 |  
|                          
|                          
|                          
|                          
|Stock price at grant date  |  | $         | 0.27    |          |  | $          | 0.23    |            |  | $        | 0.22    |           |  | $ | 0.34    |   |  | $ | 0.22    |   |  | $ | 0.50    |  
|                          
|                          
|                          
|                          
|Exercise price             |  | $         | 0.25    |          |  | $          | 0.15    |            |  | $        | 0.16    |           |  | $ | 0.20    |   |  | $ | 0.20    |   |  | $ | 0.20    |  
|                          
|                          
|                          
|                          
|Expected life              |  |           | 2       |          |  |            | 2       |            |  |          | 3       |           |  |   | 3       |   |  |   | 3       |   |  |   | 3       |  
|                          
|                          
|                          
|                          
|Volatility measurement     |  |           | 34      | %        |  |            | 34      | %          |  |          | 40      | %         |  |   | 80      | % |  |   | 80      | % |  |   | 50      | %
|                          
|                          
|                          
|                          
|Dividends                  |  |           | none    |          |  |            | none    |            |  |          | none    |           |  |   | none    |   |  |   | none    |   |  |   | none    |  
|                          
|                          
|                          
|                          
|Risk free interest rate    |  |           | 5.6     | %        |  |            | 5.8     | %          |  |          | 6.0     | %         |  |   | 6.2     | % |  |   | 6.3     | % |  |   | 6.6     | %

The following table summarizes certain information concerning stock options as
required by FAS 123.

|                                |  |        |            |             |  |                 |             |         |  |          |      | 
|------------------------------- |  | ------ | ---------- | ----------- |  | --------------- | ----------- | ------- |  | -------- | ---- | 
|                                |  |        |            |             |  |                 |             |         |  | Weighted
|                                |  |        |            |             |  | Exercise        |             | Average
|                                |  | Shares |            | Price Range |  | Price Per Share
|                                |  |        |            |             |  |                
|Outstanding April 30, 1998      |  |        | 2,052,305  |             |  | $               | 0.50-$2.375 |         |  | $        | 0.52 | 
|                               
|                               
|                               
|                               
|During 1999 fiscal year
Granted |  |        | 200,000    |             |  | $               | 0.20-$0.25  |         |  | $        | 0.23 | 
|                               
|                               
|                               
|                               
|Exercised                       |  |        |           |            
|                               
|                               
|                               
|                               
|Expired or cancelled            |  |        |           |            
|                                |  |        |            |            
|Outstanding April 30, 1999      |  |        | 2,252,305  |             |  | $               | 0.20-$2.00  |         |  | $        | 0.49 | 
|                               
|                               
|                               
|                               
|During 2000 fiscal year
Granted |  |        | 5,675,000  |             |  | $               | 0.15-$0.45  |         |  | $        | 0.21 | 
|                               
|                               
|                               
|                               
|Exercised                       |  |        | (1,300,000 | )           |  | $               | 0.15-$0.20  |         |  | $        | 0.18 | 
|                               
|                               
|                               
|                               
|Expired or cancelled            |  |        | (400,000   | )           |  | $               | 0.50-$0.75  |         |  | $        | 0.69 | 
|                                |  |        |            |            
|Outstanding April 30, 2000      |  |        | 6,227,305  |             |  | $               | 0.16-$2.00  |         |  | $        | 0.29 | 
|                                |  |        |            |            

The following schedule reflects additional disclosures required by FAS 123.
This information is provided to assist readers in assessing the timing and
uncertainties related to, in the case of the Company, the exercise of the
outstanding options to purchase common stock. The weighted average remaining
life is rounded to the full month.

|            |           |             |   |                  |  |                |   |          |  |  |  |           | 
|----------- | --------- | ----------- | - | ---------------- |  | -------------- | - | -------- |  |  |  | --------- | 
|Number of  
|Options     |           |             |   |                  |  | Weighted       |   | Weighted
|Outstanding |           | Exercise    |   | Average Exercise |  | Average       
|4/30/2000   |           | Price Range |   | Price Range      |  | Remaining Life
|            |           |             |   |                  |  |               
|            | 4,275,000 |             | $ | 0.16-$0.25       |  |                | $ | 0.21     |  |  |  | 12 months | 
|           
|           
|           
|           
|            | 1,050,000 |             | $ | 0.30-$0.38       |  |                | $ | 0.36     |  |  |  | 8 months  | 
|           
|           
|           
|           
|            | 902,305   |             | $ | 0.40-$2.00       |  |                | $ | 0.65     |  |  |  | 4 months  | 
|           
|            | 6,227,305
|           

NOTE 9: COMMITMENTS AND CONTINGENCIES

The Company leases 30,000 square feet of manufacturing plant facilities near
Williamsport, PA for $11,413 per month. This property is leased for 24 months.
In May 2000, the Company entered into a capital lease for equipment to be used
in its Pennsylvania plant. This equipment will be capitalized at $872,000. The
financing agreement requires monthly payments of $18,776 for 60 months.

29



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##### Table of Contents



LEADING-EDGE EARTH PRODUCTS, INC.

April 30, 2000







Notes to Financial Statements

NOTE 10: MAJOR CUSTOMER

The revenue reported for the year ended April 30, 2000 was the result of a sale
of the Companys product for the construction of a building to one customer in
Texas.

30



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##### Table of Contents









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

There were no disagreements with Accountants on Accounting and Financial
Disclosure.

There are no other reportable events under Item 304 of Reg. 229.304.







PART III







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

The directors and executive officers of LEEP are as follows:

|                     |  |     |    |          |  |                                             
|-------------------- |  | --- | -- | -------- |  | --------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|Grant C. Record      |  |     | 64 |          |  | Director, Chief Executive Officer, Secretary
|                    
|                    
|                    
|                    
|Donald C. Bazemore   |  |     | 66 |          |  | Director, Chairman of the Board             
|                    
|                    
|                    
|                    
|James R. Medley      |  |     | 60 |          |  | Director, Treasurer                         
|                    
|                    
|                    
|                    
|Way W. Lee           |  |     | 75 |          |  | Director                                    
|                    
|                    
|                    
|                    
|William C. Nordstrom |  |     | 58 |          |  | Director                                    
|                    
|                    
|                    
|                    
|Dennis Schrage       |  |     | 55 |          |  | Director                                    
|                    
|                    
|                    
|                    
|Kenneth A. Rogstad   |  |     | 65 |          |  | President                                   
|                    
|                    
|                    
|                    
|L. Eugene Laughlin   |  |     | 65 |          |  | Executive Vice President                    

GRANT C. RECORD is the Founder and Secretary, and served as Executive Vice
President and Chairman of the Board of Directors of LEEP from December 1992
until he became President on June 28, 1995. He relinquished the office of
President and became Chief Executive Officer on March 5, 1997. During
1991-1992, he headed up development of LEEPs base technology and early patent
positions. From 1983 to 1991, Mr. Record was Executive Vice President of Magnum
Technology, a very early developer of advanced magnetic disks for the magnetic
disk drive industry. The vacuum deposition technology Magnum used is now the
standard computer disk manufacturing technology that is used throughout the
industry. Magnums work helped set the high-density standards on which the
gigabyte disk drive generation is founded. Prior to Magnum, from 1971 to
1979, Mr. Record founded and developed the Data I/O Corporation. Data I/Os
technology and international presence as the primary manufacturer of memory
programming components, enabled the early Intel microprocessor technology to
gain rapid worldwide use and acceptance. Data I/O is yet a world leader in
semi-conductor memory and logic device programming, after twenty-five years.

DONALD C. BAZEMORE is Chairman of the Board. Mr. Bazemore has been a director
of LEEP since 1995 and the primary architect for LEEP since 1992. Mr. Bazemore
founded the DB Associates firm in 1970. DB Associates is one of the oldest
architectural firms in Seattle. Prior to DB Associates, Mr. Bazemore was
Director of Architecture for Leo A. Daly Associates in Seattle, where he was
responsible for several major Boeing Aircraft construction projects. Leo A.
Daly is a well-known, internationally significant, architecture and engineering
firm.

JAMES R. MEDLEY is Treasurer of LEEP. Mr. Medley was first elected director in
1995. Mr. Medley is founder of Laux Medley Norris, Inc., Investment Advisors in
Seattle since 1976. Until recently, Laux Medley Norris did business planning
for large and small companies and was responsible for portfolios up to
$100,000,000 in value.

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##### Table of Contents



WILLIAM C. NORDSTROM first became a director in 1998. Most recently, he served
as Executive Vice President-Finance and Administration for Newriders, Inc., of
Newport Beach, CA, a publicly held company. Prior to Newriders, Mr. Nordstrom
founded and managed the Growth Stock Newsletter, Newport Beach, CA.

WAY W. LEE has been a director of LEEP since December 1992. He served as
President of Fibertech Corporation from 1972 to 1985, and as President of
Crystal Asset Management, Inc., from 1985 to December 1992. He also was a
director of Crystal Asset Management, Inc., until its reverse merger with LEEP.
Mr. Lee is the President of Way W. Lee General Contractor and Acme Industries
Door and Millwork.

KENNETH A. ROGSTAD was elected President in October 1999. He has extensive
experience in industry including the building panel business, having been the
owner and CEO of the H. W. Blackstock Company for 15 years, a major northwest
panelized building systems company with annual sales in excess of $100 million.
Mr. Rogstad, a Seattle resident, was a director of the Federal Home Loan Bank
for many years and is currently a director of the Washington Housing
Development Corporation. He is an Electrical Engineering graduate of the
University of Washington.

L. EUGENE LAUGHLIN became Executive Vice President of LEEP in April 1998 after
serving as a consultant for six months. Mr. Laughlin has extensive experience
in various marketing and sales management capacities with the Boeing Commercial
Airplane Company, Renton, WA. Prior to Boeing, the Ford Motor Company in
Dearborn, MI employed Mr. Laughlin in various Finance Staff and controllership
assignments. He is a graduate of the University of Pennsylvania, Wharton
School of Finance and Commerce.







ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information concerning the compensation
paid by LEEP to its executives:

SUMMARY ANNUAL COMPENSATION TABLE

|                   |  |                                     |  |                  |        |         |  |        
|------------------ |  | ----------------------------------- |  | ---------------- | ------ | ------- |  | -------
|                   |  |                                     |  | Awards (accrued) |        | Payouts
|                   |  |                                     |  |                  |        |        
|Grant C. Record    |  | CEO since 1995                      |  | $                | 72,000 |         |  | -0-    
|                  
|                  
|                  
|                  
|Kenneth A. Rogstad |  | President since November 1999       |  |                  | -0-    |         |  | $35,000
|                  
|                  
|                  
|                  
|James R. Medley    |  | Treasurer since 1995                |  |                  | -0-    |         |  | $35,000
|                  
|                  
|                  
|                  
|L. Eugene Laughlin |  | Executive Vice President since 1998 |  |                  | -0-    |         |  | $32,700

NON-QUALIFIED STOCK OPTIONS:LEEP has issued non-qualified stock options to
selected employees, officers, directors, consultants and advisors. As of April
30, 2000, options to purchase 6,202,305 shares of Common Stock were outstanding
at an average exercise price of approximately $0.30 per share. (See Notes to
Financial Statements.)

Options to purchase 2,800,000 shares of Common Stock were granted to Grant C.
Record, 200,000 to Kenneth A. Rogstad, 150,000 to James R. Medley and 100,000
to L. Eugene Laughlin during the fiscal year just ended.

Options for 1,300,000 shares of LEEP Common Stock were exercised during the
year.

32



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##### Table of Contents



EMPLOYMENT AGREEMENTS:An employment agreement with Grant C. Record, CEO, is
current and active. An employment agreement with Kenneth A. Rogstad is current
and active.

33



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##### Table of Contents









ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding beneficial
ownership of LEEPs Common Stock as of August 4, 2000, by (1) each person who
is known by LEEP to own beneficially more than 5% of the Common Stock, (2) each
of LEEPs primary investors and executive officers, and (3) all directors and
executives officers as a group. Each named beneficial owner has sole voting and
investment power with respect to the shares listed unless otherwise indicated.

|                   |  |                                                                               |  |        |              |            |  |  |      |  
|------------------ |  | ----------------------------------------------------------------------------- |  | ------ | ------------ | ---------- |  |  | ---- | -
|Title of Class (1) |  | Name and Address of Beneficial Owner                                          |  | Amount |              | % of Class
|                   |  |                                                                               |  |        |              |           
|Common Stock       |  | Grant C. Record
616 Blue Lake Blvd., #139
Twin Falls, ID 83301                |  |        | 7,289,087(2) |            |  |  | 16.5 | %
|                  
|                  
|                  
|                  
|Common Stock       |  | Donald C. Bazemore
401 2nd Ave. So.
Seattle, WA 98104                         |  |        | 357,539(3)   |            |  |  | 0.8  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | James R. Medley
10002 Aurora Ave. No., #3345
Seattle, WA 98133                |  |        | 457,625(4)   |            |  |  | 1.0  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | Way W. Lee
5210 SE 26th
Portland, OR 97202                                    |  |        | 536,762(5)   |            |  |  | 1.2  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | William R. Nordstrom
567 San Nicolas Drive, Suite 400
Newport Beach, CA 92660 |  |        | 450,000(4)   |            |  |  | 1.0  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | Dennis Schrage
200 S. Wacker Dr., Suite 4000
Chicago, IL 60606                |  |        | 500,000      |            |  |  | 1.1  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | Kenneth A. Rogstad
11337 Durland Avenue NE
Seattle, WA 98                     |  |        | 200,000(6)   |            |  |  | 0.5  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | L. Eugene Laughlin
P.O. Box 778, 12128 317 Place NE
Duvall, WA 98019          |  |        | 281,250(7)   |            |  |  | 0.6  | %
|                  
|                  
|                  
|                  
|Common Stock       |  | All eight executive officers
and Directors as a group                         |  |        | 10,072,263   |            |  |  | 22.8 | %



---

|(1) |  | No special note(s).                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | The amount beneficially owned includes 3,150,000 shares of Common Stock
issuable upon the exercise of options.
|   
|   
|   
|   
|(3) |  | The amount beneficially owned includes 250,000 shares of Common Stock
issuable upon the exercise of options.  
|   
|   
|   
|   
|(4) |  | The amount beneficially owned includes 300,000 shares of Common Stock
issuable upon the exercise of options.  
|   
|   
|   
|   
|(5) |  | The amount beneficially owned includes 150,000 shares of Common Stock
issuable upon the exercise of options.  
|   
|   
|   
|   
|(6) |  | The amount beneficially owned includes 200,000 shares of Common Stock
issuable upon the exercise of options.  

34



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##### Table of Contents



|(7) |  | The amount beneficially owned includes 100,000 shares of Common Stock
issuable upon the exercise of options.
|--- |  | ------------------------------------------------------------------------------------------------------------







ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

STOCK OPTIONS:In July 1996, Donald C. Bazemore, Chairman of the Board of
Directors of LEEP, exercised 150,000 non-qualified stock options. Payment was
made in the form of an $80,000, 8% note payable to LEEP. Existing shares of
LEEPs stock held by the optionee secure the note. As long as the optionee has
sufficient shares of LEEPs stock as collateral for the note based on the
market price of the stock, no interest will accrue and no amount will be due
under the note. LEEP holds the collateral stock and the shares issued against
the note. No transfers are permitted until the note is fully paid. LEEP also
entered into an agreement with Mr. Bazemore to provide architectural and sales
services to LEEP.

L/A INVESTORS, INC. (L/A):L/A is a Tortola, British Virgin Islands company
which was formed by a foreign LEEP shareholder during the last quarter of 1996
to assist LEEP financially after the Agile investors discontinued supporting
LEEPs and Agiles developments.

LEEP purchased the assets of LBS, which is owned by L/A. (See Note 2 to the
Financial Statements and Exhibit 99.1.)







ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K.

(A) FINANCIAL STATEMENTS AND EXHIBITS



|1. |  | FINANCIAL STATEMENTS (see Item 7 above):
|-- |  | ----------------------------------------



| |  | Independent Auditors Report                                               
|- |  | ---------------------------------------------------------------------------
| 
| |  | Balance Sheets as of April 30, 2000 and 1999                               
| 
| |  | Statements of Operations for years ended April 30, 2000 and 1999           
| 
| |  | Statement of cash flows for years ended April 30, 2000 and 1999            
| 
| |  | Statements of Stockholders Deficit for years ended April 30, 2000 and
1999
| 
| |  | Notes to Financial Statements                                              



|2. |  | EXHIBITS
|-- |  | --------



| |  | Exhibit 4, Instruments defining rights of holders                                                                                                                         
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Exhibit 27, Financial Data Schedule, provided to Securities and Exchange Commission, Electronic Data Gathering And
Retrieval department (EDGAR) and not repeated herein.
| 
| |  | Exhibit 99.1, Short Form Agreement between L/A Investors, Inc. and Leading-Edge Earth Products, Inc.                                                                      

35



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##### Table of Contents





| |  | Exhibit 99.2, Test Report on Out of Plane Bending of LEEP STRUCTURAL CORE Panels
|- |  | --------------------------------------------------------------------------------

(B) REPORTS ON FORM 8-K



| |  | None.
|- |  | -----







SIGNATURES

In accordance with Section 13 or 15(d) or 15(d) of the Exchange Act, the
registrant causes this report to be signed on its behalf by the undersigned or,
their in duly authorized representatives, and in the capacities, and on the
date
indicated.



| | LEADING-EDGE EARTH PRODUCTS, INC.
| | ---------------------------------



| | /s/ GRANT C. RECORD                       
| | ------------------------------------------
| | By: Grant C. Record, its CEO and Secretary

Date: August 9, 2000

|                         |  |                                                 |  |       
|------------------------ |  | ----------------------------------------------- |  | ------
|Signature                |  | Title                                           |  | Date  
|                         |  |                                                 |  |       
|/s/ GRANT C. RECORD      |  | Secretary and Director                          |  | 8/9/00
|Grant C. Record          |  |                                                 |  |       
|                        
|/s/ DONALD C. BAZEMORE   |  | Director and Chairman of
the Board of Directors |  | 8/9/00
|Donald C. Bazemore       |  |                                                 |  |       
|                        
|/s/ JAMES R. MEDLEY      |  | Treasurer and Director                          |  | 8/9/00
|James R. Medley          |  |                                                 |  |       
|                        
|/s/ WAY W. LEE           |  | Director                                        |  | 8/9/00
|Way W. Lee               |  |                                                 |  |       
|                        
|/s/ WILLIAM R. NORDSTROM |  | Director                                        |  | 8/9/00
|William R. Nordstrom     |  |                                                 |  |       
|                        
|/s/ DENNIS SCHRAGE       |  | Director                                        |  | 8/9/00
|Dennis Schrage           |  |                                                 |  |       

36