NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Basis of Presentation - The consolidated financial statements include the following accounts:

i) Liberty Mint, Ltd. (Parent), was originally formed as a Colorado Corporation on March 13, 1990. On October 8, 1999 the Parent changed its domicile to Nevada. Parent's name was Hana Acquisitions, Inc. (Then a shell entity with no operations) prior to reverse merger with Liberty Mint, Inc. on June 24, 1997. The Parent presently operates through its Subsidiaries.

ii) Liberty Mint, Inc. (Former Subsidiary), a Utah corporation primarily engaged in production of silver bullion. Parent sold its 90% stake in Former Subsidiary on September 23, 1999.

iii) Liberty Mint Marketing, Inc. (Subsidiary), a Utah corporation engaged in licensing and marketing entertainment related collectibles. Subsidiary was organized on July 2, 1998 and is wholly owned by Parent.

iv) The Great Western Mint, Inc. (Subsidiary), a Utah Corporation engaged in custom minting, marketing and sales of sculpture, and the creation of propriety minted collectibles. Subsidiary was organized on September 20, 1999 and is wholly owned by Parent.

Consolidation - On June 24, 1997, the Parent acquired a majority interest (approximately 90%) in Liberty Mint, Inc. (Former Subsidiary), by issuing 3,725,436 shares of the Parent's common stock for 7,450,864 shares of common stock of Liberty Mint, Inc. (Former Subsidiary). The acquisition was accounted for as a recapitalization of the Former Subsidiary as the shareholders of the Former Subsidiary controlled the combined Company after the acquisition. There was no adjustment to the carrying values of the assets or liabilities of the Parent or Former Subsidiary as a result of the recapitalization. The merger has been accounted for as a reverse merger. Accordingly, Former subsidiary is treated as the purchaser in the transaction.

During 1997, the Parent purchased an additional 82,353 shares of Former Subsidiary common stock for $28,000. During 1998, the Parent purchased an additional 28,510 shares of Former Subsidiary common stock for $8,078 in cash and by issuing 2,376 shares of common stock at $.06 per share. Subsequent to the reverse merger in June 1997, the Parent formed two additional wholly owned Subsidiaries; namely, Liberty Mint Marketing, Inc. on July 2, 1998 and The Great Western Mint, Inc. on September 20, 1999. On September 23, 1999 the Parent sold all of its shares in Former Subsidiary (See Note 2). The 1999 consolidated financial statements include the accounts of the Parent, Former Subsidiary, and the two subsequently formed Subsidiaries. All significant intercompany transactions between Parent, Former Subsidiary, and the two remaining Subsidiaries have been eliminated in consolidation.

Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2000 and 1999 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the company's December 31, 1999 audited financial statements. The results of operations for the periods ended June 30, 2000 are not necessarily indicative of the operating results for the full year.

LIBERTY MINT, LTD. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - DISCONTINUED OPERATIONS

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

NOTE 3 - GOING CONCERN

The Company has incurred significant losses during 1999 and 1998 and has current liabilities in excess of current assets at June 30, 2000. As of June 30, 2000, the company does not have the ability to pay off liabilities of discontinued operations without additional funds provided through loans and/or through additional sales of its common stock. These items raise substantial doubt about the ability of the Company to continue as a going concern.

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

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

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

                                    June 30,     December 31,
                                       2000            1999
                                 _____________  _______________
Production and refining equipment $  183,858       $  14,903
    Lease hold improvements            8,614               -

    Less: accumulated depreciation
         and amortization             11,783             206
                                  ______________________________
                                 $   180,689       $  14,697
                                  _________________________________

Depreciation and amortization expense for the six months ended June 30, 2000 and 1999, amounted to $11,577 and $0, respectively.

                                June 30,        December 31,
                                  2000              1999
                            _____________      _____________
Payroll costs                 $   191,346       $   205,400
Conversion feature of
  notes payable (Note 7)          133,334           133,334
Contingency on stock guarantee     42,500            42,500
Accrued interest                   58,640            43,479
Cost prepayment                         -            25,000
                            _____________      _____________
                              $   425,820       $   452,712
                            _____________      _____________

NOTE 6 - CAPITAL STOCK

The Company issued 1,200,000 shares of common stock in exercise of options. Proceeds received amounted to $80,000, (or $.07 per share).

The Company issued 90,000 shares of common stock to a consultant for services performed, valued at $6,000, (or $.07 per share).

The Company issued 2,156,724 shares of common stock to shareholders of the Company for services rendered valued at $143,782, (or $.07 per share).

The Company issued 36,000 shares of common stock to consultants for services perfomed valued at $2,400 (or $.07 per share).

The Company issued 105,000 shares of common stock to a consultant for services performed, valued at $7,000 (or .07 per share).

Restatement - The financial statements have been restated for all periods presented to reflect a six for-one forward stock split effective August 11, 2000.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company entered into certain transactions with related individuals and entities resulting in the following balances at June 30, 2000.

Notes Payable to stockholders - During December 1997, a shareholder of the Company loaned the Company $200,000 at 12% interest compounding yearly. The note due on demand. At June 30, 2000, accrued interest amounted to $58,640.

The Company had at June 30, 2000 and 1999, options and warrants outstanding to purchase 19,821,390 and 11,513,400 shares of common stock, respectively, at prices ranging from $.07 to $2.16 per share, that were not included in the computation of diluted earnings per share because their effect was anti-dilutive (the exercise price of the options was greater than the average market price of the common shares).

LIBERTY MINT, LTD. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES

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

The Company has available at June 30, 2000, unused operating loss carryforwards of approximately $3,900,000 which may be applied against future taxable income and which expire in various years through 2019.

The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the amount of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The net deferred tax assets are approximately $1,326,000 as of June 30, 2000, with an offsetting valuation allowance at year end of the same amount resulting in a change in the valuation allowance of approximately $34,000 during the three months ended June 30, 2000.

                                             For the Six
                                             Months Ended
                                               June 30,
                                        ______________________
                                            2000     1999
                                          ____________________
Loss from continuing operations available
 to  common  stockholders  (Numerator)   $(231,72) $(227,551)

Weighted average number of common shares
 outstanding used in basic earnings per
 share (Denominator)                   28,452,948  15,226,467
                                          ____________________
Weighted average number of common shares
 and potential dilutive common shares
 outstanding used in dilutive earnings
 per share (Denominator)                      N/A        N/A
                                         ______________________

NOTE 10 - LITIGATION, CONTINGENCIES AND COMMITMENTS

Stock guarantee - During December 1998, the Company issued 60,000 shares of its common stock for advertising services performed valued at $60,000. The Company guaranteed the advertising company that one year from the date of issue they would be able to sell their 60,000 shares of common stock for a minimum price of $1.00 per share (or for a total of $60,000). During September 1999 the Company issued an additional 40,002 shares of common stock at $.07 per share under the same agreement. The Company further agreed to issue a sufficient amount of shares to the advertising Company in order to sell and receive total proceeds of $100,000 if the trading price is less than $1.00 per share. As of December 31, 1999 the Company has recorded a $42,500 accrued expense as the market price of the common stock was less than the guaranteed amount.