content: SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
  
                                 --------
  
                                 FROM 8-K
  
                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
  Date of the earliest event reported: January 8, 1999
                                     
                                     
                     INTELLIQUIS INTERNATIONAL, INC.
                   (f/k/a Leesburg Land & Mining, Inc.)
            (Exact name of registrant as specified in charter)
                                     
                                     
      NEVADA                        0-12139             82-0379959
  (State or other jurisdiction     (Commission         (IRS employer
   of incorporation)                file number)        identification no.)
  
                                     
                     352 West 12300 South, Suite 300
                            Draper, Utah 84020
                 (Address of Principal Executive Offices)
                                     
                                     
  Registrant's telephone number, including area code (801) 990-2600
  
  
  
  
                     INTELLIQUIS INTERNATIONAL, INC.
  
       Item 7.   Financial Statements and Exhibits
  
       Included are the financial statements of Intelliquis International, Inc.
  for the periods ended December 31, 1998 and 1997.
  
       Exhibits.
  
       Included are the proforma financial statements of Intelliquis
  International, Inc. for the periods ended December 31, 1998 and 1997.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                     INTELLIQUIS INTERNATIONAL, INC..
                             AND SUBSIDIARY 
  
                           FINANCIAL STATEMENTS
  
                            December 31, 1998 
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                              Balance Sheets
  
                                  ASSETS
                                                                 December 31,   
        
                                                         1998               1997 
  
  Current assets
     Cash                                             $ 23,074        $52,455
     Accounts receivable (Note 2)                      619,966        28,067
     Inventory (Note 2)                                130,517        18,398
     Prepaid expenses                                  6,838           8,253
     Deposits                                          500              -        
                                                       780,895       107,173
  
  Property, Plant & Equipment (Note 2)                  54,297       16,533
  
  Other assets
     Certificate of deposit (Note 2)                    40,351           -  
     Intangibles (Note 2)                                8,328       10,444
  
  Total Assets                                      $  883,871     $134,150  
  
  
  
                   LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current Liabilities
     Accounts payable and accrued expenses           $ 502,973     $18,673
     Short term notes (Note 3)                         104,500          -   
     Short term notes - related party (Note 4)          85,000          -   
                                                       692,473      18,673
  
  Stockholders' Equity
     Preferred Stock, 5,000,000 shares authorized,
      par value $.001, no shares outstanding               -           -  
     Common Stock, 50,000,000 shares authorized,
      $.001 par, 12,586,411 shares issued and outstanding   12,586     -   
     Members equity (1997) (Note 6)                          -      170,000
     Additional paid in capital                            157,414      -   
     Retained earnings (deficit)                            21,398  (54,523)
  
         Total Stockholders' Equity                       191,398    115,477     
  
  Total Liabilities and Stockholders' Equity          $   883,871  $ 134,150
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                         Statements of Operations
  
                                                                  
                                                                For the  
                                                               Year Ended   
                                                              December 31,
                                                          1998            1997
   Sales                                                                        
                                                     $1,461,196        $34,709
                      
  Cost of Sales                                         355,613          4,948
  
  Gross Margin                                        1,105,583         29,761
  
  Expenses:
     Sales & Marketing                                  596,125         36,443
     General & Administrative                           430,304         47,841
        
            Total Expenses                            1,026,429         84,284 
       
  
  Operating Income (Loss)                                79,154       (54,523)
  
  Other Income (Expense)                                (3,233 )         -   
  
  Net Income (Loss) before Taxes                         75,921       (54,523)
  
  Taxes (Note 1)                                          -              -   
  
  Net Income                                           $ 75,921      $ (54,523)
  
  Net Income Per Share                                 $   .006      $    -   
     
  Total average shares outstanding                                               
      
                                                     12,586,411            -    
     
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                     Statements of Stockholders' Equity
                                                                    
   
                                                          
                              Common Stock   Paid in     Members'      Retained
                            Shares   Amount  Capital     Equity        Deficit    
  
  Balance, January 1, 1997    -     $  -     $   -      $  -           $  -   
  
  Members contributions 
  (Note 6)                    -        -         -     170,000            -   
  
  Net loss                    -        -         -         -          (54,523)
  
  Balance, December 31, 1997  -        -         -     170,000        (54,523)
  
  Issuance of Common Stock for purchase
  Of Intelliquis, Inc. 
   (Note 6)             12,586,411  12,586    157,414  (170,000)        -   
  
  Net Income                -         -           -     75,921          -
  
  
  Balance, 
  December 31, 1998  12,586,411   $  12,586  $ 157,414  $  -          $ 21,398 
  
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                          Statements of Cash Flows
                                                 
                                                           For the              
                                                         Year Ended    
                                                          December 31,          
                                                       1998          1997     
                                 
  Cash Flows form Operating
   Activities:
       Net loss (loss)                             $ 75,921        $ (54,523)
       Non Cash Flow Items:
           Depreciation & Amortization                                           
                                                     10,756            4,630
       Increase (decrease) in      
            Accounts receivable                    (591,899)         (28,067)
            Inventory                              (112,119)         (18,398)
            Prepaids & deposits                         915           (8,253)
            Accounts payable & accrued expenses     484,300           18,673  
                         
  Net Cash Flows used in
   Operating Activities                            (132,126)         (85,938)
  
  Cash Flows from Investing Activities:
       Cash from stock sales / LLC units                                        
                                                        -          170,000
       Purchase of certificates of deposits                                     
                                                     (40,000)          -   
  
  Net Cash Flows used in
   Investing Activities                               (40,000)    170,000      
  
  Cash Flows from Financing
   Activities:
       Purchase of fixed assets                        (46,404)   (21,030)
       Purchase of intangibles & other assets                                   
            
                                                          (351)   (10,577)
       Cash from short term debt                       189,500       -         
  
  Net Cash Flows from Financing Activities                                  
            
                                                       142,745       (31,607)
  
  Net increase (decrease) in cash                                           
           
                                                      (29,381)        52,455  
  
  Cash, beginning of year                              52,455           -   
  
  Cash, end of year                                  $ 23,074      $  52,455
  
  Supplemental Cash Flow Information
     Cash Paid for:
       Taxes                                         $   -         $ -   
       Interest                                      $  2,334      $ -   
  
  
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                    Notes to The  Financial Statements
                             December 31, 1998
  
  NOTE 1 - Background and History
  
       Intelliquis International, Inc. (the Company) (formerly Leesburg Land and
  Mining, Inc.) was created on June 21, 1983 in the State of Colorado.  The 
  Company was involved in mining activities until approximately 1987, when it 
  ceased all activities and began disposing of its assets.  It has not
  had any business activity since that time.  The Company changed its name in 
  1998.
                                
       Also in 1998, the Company created and later merged with, a Nevada 
  subsidiary.
  
       Intelliquis, LLC was created in 1997 as a corporation and later
  reorganized as a limited liability company in the State of Utah.  Intelliquis 
  was organized for the purpose of licensing and marketing computer software to 
  wholesale and private label customers.
  
       Intelliquis International, Inc. acquired all of the outstanding units of
  Intelliquis LLC effective  December 31, 1998.
  
       The acquisition is accounted for as a "reverse acquisition" where the
  parent corporation is taken over  by the owners of the subsidiary.  All 
  activity of the financial reports is that of the subsidiary operation.
  
  NOTE 2 - Significant Accounting Policies
  
       Cash and Cash Equivalents  The Company considers all short term, highly
  liquid investments that are readily convertible to known amounts as cash 
  equivalents.
  
       Intangible Assets Intangible assets consist of contract design work and
  goodwill.  Both intangibles are being amortized over 60 months on the straight 
  line method. Amortization expense for 1997 was $133 and $2115 for 1998.
  
       Use of Estimates The preparation of financial statements in conformity
  with generally accepted accounting principles requires management to make 
  estimates and assumptions that affect reported  amounts of assets and 
  liabilities, disclosure of contingent assets and liabilities at the date of the
  financial statements and revenues and expenses during the reporting period. 
  In these financial statements, assets, liabilities and earnings involve 
  extensive reliance on management's estimates.  Actual results could differ 
  from those estimates.
  
       Income Taxes The Company adopted Statement of Financial Standards No. 109
  "Accounting for Income taxes" in the fiscal year ended December 31, 1998 and
  was applied retroactively. 
  
       Statement of Financial Accounting Standards No. 109 " Accounting for
  Income Taxes" requires an asset and liability approach for financial 
  accounting and reporting for income tax purposes.  This statement recognizes 
  (a) the amount of taxes payable or refundable for the current year and (b) 
  deferred tax liabilities and assets for future tax consequences of events
  that have been recognized in the financial statements or tax returns.
  
       Deferred income taxes result from temporary differences in the
  recognition of accounting transactions for tax and financial reporting 
  purposes.   There were no temporary differences at December 31, 1998 and
  earlier years; accordingly, no deferred tax liabilities have been recognized
  for all years.
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                    Notes to The  Financial Statements
                             December 31, 1998
  
  NOTE 2 - Significant Accounting Policies (continued)
  
       The Company has cumulative net operating loss carryforwards of over
  $4,000,000 at December 31, 1998.  No effect has been shown in the financial 
  statements for the net operating loss carryforwards as the likelihood of future 
  tax benefit from such net operating loss carryforwards is highly improbable.
  Accordingly, the potential tax benefits of the net operating loss 
  carryforwards, estimated based upon current tax rates at December 31, 1998 
  have been offset by valuation reserves of the same amount.
       
       The subsidiary operation was a limited liability company (LLC) throughout
  1997 and 1998.  LLC's report their earnings on a partnership tax return and no
  tax liability accrued at the company level.  Taxable income is allocated to 
  its individual members and tax paid by each member.
  
       Inventory Inventory consists of finished goods (assembled and unassembled
  computer software) that is valued at lower of cost (FIFO) or market.
  
       Certificate of Deposit The Company holds a Certificate of Deposit as
  partial security for a short  term loan at the Company's bank (see Note 3).  
  The certificate matures on March 10, 1999, the same day that the note is due.  
  Interest is stated at 4.91%
  
       Fixed Assets 
  
            Fixed assets consist of the following:
                                                         December 31,           
                                                      1998          1997 
             Computer Equipment & Software          $32,886        $12,464
             Office Equipment & Furniture            34,549          8,566
                                                     67,435         21,030
             Less: Accumulated Depreciation         (13,138)        (4,497)
  
                                                 $   54,297      $  16,533
  
       Computer equipment and software is being depreciated on the straight line
  method over three to five  years.  Office equipment is being depreciated on 
  the straight line method over five years.  Depreciation expense is $4,497 and
  $8,641 for 1997 and 1998, respectively.
  
       Principles of Consolidation The Company consists of the parent
  corporation, Intelliquis International, Inc., and its subsidiary, Intelliquis 
  LLC.  The two companies together report as a  consolidated group known as The 
  Company.  All intercompany accounts and transactions have been eliminated.
  
       Accounts Receivable Accounts Receivable is shown net of allowance for
  returns of $186,660 and  $0 and allowance for bad debt of $150,000 and $0 for 
  1998 and 1997, respectively.
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                    Notes to The  Financial Statements
                             December 31, 1998
  
  
  NOTE 3 - Short Term Notes
  
  The Company has acquired short term borrowing for working capital as follows:
  
                Note payable to a bank, secured by 
                $40,000 certificate of deposit, all
                assets of the Company and personal
                guarantees from the corporation
                officers, interest stated at 10%,
                due March 10, 1999                    $  79,500
  
             Note payable to an individual, no
                security, interest stated at 25%
                payable in January 1999                  25,000
  
                                                      $ 104,500
  
       Interest expense for 1998 was $3,584.
  
  NOTE 4 - Short Term Notes - Related Party
  
       The Company has acquired short term financing from two officers of the
  corporation.  One loan  was for $80,000 and the other for $5,000.  These are 
  demand notes  with no interest accruing.  The $80,000 was paid in 1999.
  
  NOTE 5 - Economic Dependency
  
       The Company currently uses one major distributor for most of its sales. 
  That distributor accounted  for 67% of all sales in 1998.  The Company could 
  recognize significant declines in sales if the distributor or the Company 
  chooses to alter its current sales relationship.
  
  NOTE 6 - Member Contributions/Common Stock Transactions
  
       In 1997, the Company was organize as a Utah limited liability company
  with $170,000 of member contributions for start up operations.
  
       In 1998, the Company continued to operate as a limited liability company
  until December 31, 1998 when Intelliquis International, Inc. acquired 100% of
  the membership units in exchange for 10,837,200 shares of common stock.  
  Before the acquisition, the corporation had 1,749,211 shares outstanding 
  with no assets and no liabilities.
  
  NOTE 7 - Subsequent Events
  
       In 1999, the Company leased office space for a term of three years at
  $4,000 per month.
  
       In 1999, the Company repurchased 2,067,648 of the company shares for 
  $160,000.
  
  
  
  
  
  
  
  
  
  
  
                          Supplementary Schedules
                                     
                       Proforma Financial Statements
                                     
                           For the Period Ended
                        December 31, 1998 and 1997
                                     
  
  
  
  
  
  
                                     
                                     
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                          Proforma Balance Sheets
                             December 31, 1998
  
                       Intelliquis Int.    Intelliquis             Adjustments   
  Total     
     ASSETS
   Cash and short term deposits    $     -     $ 23,074  $   -    $  23,074
   Prepaid expenses and other
      current assets           -      757,821      -      757,821
  
  Total                        -      780,895      -      780,895
  
     CAPITAL ASSETS            -       54,297      -       54,297
  
     OTHER ASSETS              -       48,679      -       48,679
  
  Total                   $    -     $883,871  $   -     $883,871
  
  LIABILITIES AND 
    SHAREHOLDER'S EQUITY
  
     CURRENT LIABILITIES
   Accounts payable and accruals   $     -    $ 502,973 $    -    $ 502,973
   Notes payable               -      189,500      -      189,500
  
  Total                        -      692,473      -      692,473
  
     STOCKHOLDERS' EQUITY
   Common stock              1,749     10,837    12,586 
  
   Additional paid in capital 4,147,083 159,163  4,306,246 
  
    Members equity            -       170,000    (170,000)    
   Retained (deficit) 
     earnings           (4,148,832)    21,398      -      (4,127,434)
  
  Total                  $    -      $883,871  $   -         $883,871 
  
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                          Proforma Balance Sheets
                             December 31, 1997
  
  
  
                         Intelliquis Int.   Intelliquis   Adjustments   Total     
     ASSETS
   Cash and short term deposits  $   -     $ 52,455        $   -     $  52,455
   Prepaid expenses and other
      current assets                 -       54,718            -        54,718
  
  Total                              -      107,173            -       107,173
  
     CAPITAL ASSETS                  -       16,533            -       16,533
  
     OTHER ASSETS
   Other                             -       10,444            -       10,444
   
  Total                          $   -     $134,150        $   -     $134,150
  
  LIABILITIES AND 
    SHAREHOLDER'S EQUITY
  
     CURRENT LIABILITIES
   Accounts payable and accruals $ 23,536 $ 18,673         $   -    $  42,209
   Notes and advances payable        -         -               -         -   
  
  Total                           23,536    18,673             -       42,209
  
     STOCKHOLDERS' EQUITY
   Common stock                4,148,832       -            170,000  4,318,832
   Additional paid in capita        -          -               -         -   
   Members equity                   -       170,000        (170,000)     -   
   Retained deficit           (4,172,368)  (54,523)            -    (4,226,891)
  
  Total                        $    -      $134,150        $   -      $134,150 
  
  
  
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
              Proforma Consolidated Statements of Operations
                   For the Year Ended December 31, 1998
  
                      Intelliquis Int.     Intelliquis      Adjustments  Total  
     
  
  INCOME               $     -             $1,461,196        $ -    $   1,461,196 
  
   Cost of sales             -                355,613          -         355,613 
   Sales and Marketing        -               596,125          -         596,125 
   General and Administrative -               430,304          -         430,304 
  
  OTHER INCOME (EXPENSE)     23,536            (3,233)         -          20,303 
   
  Net (loss) Income      $   23,536        $    75,921      $  -    $    99,457
  
  
  
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
              Proforma Consolidated Statements of Operations
                   For the Year Ended December 31, 1997
  
  
  
                        Intelliquis Int.     Intelliquis    Adjustments   Total
  
  INCOME                 $     -               $ 34,709  $    -        $ 34,709 
  
   Cost of sales               -                  4,948       -           4,948 
   Selling and Marketing       -                 36,443       -          36,443 
   General and Administrative  19,483            47,841       -          67,324 
  
  OTHER INCOME (EXPENSE)          377                -        -             377 
   
  Net (loss) Income         $ (19,106)        $(54,523)  $    -        $(73,629)
  
  
  
  
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                       Proforma Financial Statements
                         Statement of Assumptions
  
  
  1  -  Basis of Presentation
  
       The purpose of the presentation of the proforma financial statements of 
  Intelliquis International, Inc. is to show the financial position and results 
  of  operations as if the two corporations were combined as one entity for the 
  period for the two years 1997 and 1998.
  
       Separate columns are used to show the financial position and results of
  operations of each company separately, adjustments, if any between the two 
  companies, and the resulting totals from both companies.
  
       Intelliquis International, Inc. acquired all of the assets and
  liabilities of Intelliquis LLC as of December 31, 1998.  The end result being
  that of Intelliquis International, Inc. as a parent corporation, with the 
  assets of Intelliqiuis being its wholly owned subsidiary. 
  
       This transaction was accounted for as a "pooling of interest" method for
  the business combination.
  
  
  
  
                                SIGNATURES
                                            
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
  Date: March 8, 1999
  
  
  
                                Intelliquis International, Inc.
  
                                by:  /s/ Bernard Yaw          
                                     Bernard Yaw
                                     President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 23851}]
metadata_filer: {"company-data": {"conformed-name": "INTELLIQUIS INTERNATIONAL INC", "cik": "0000726166", "assigned-sic": "1040", "irs-number": "820379959", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12139", "film-number": "99571816"}, "business-address": {"street1": "352 WEST 12300 SOUTH SUITE 300", "city": "DRAPER", "state": "UT", "zip": "84020", "phone": "8019902600"}, "mail-address": {"street1": "352 WEST 12300 SOUTH SUITE 300", "city": "DRAPER", "state": "UT", "zip": "84020"}, "former-company": {"former-conformed-name": "LEESBURG LAND & MINING INC", "date-changed": "19931126"}}
text: SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
  
                                 --------
  
                                 FROM 8-K
  
                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
  Date of the earliest event reported: January 8, 1999
                                     
                                     
                     INTELLIQUIS INTERNATIONAL, INC.
                   (f/k/a Leesburg Land & Mining, Inc.)
            (Exact name of registrant as specified in charter)
                                     
                                     
      NEVADA                        0-12139             82-0379959
  (State or other jurisdiction     (Commission         (IRS employer
   of incorporation)                file number)        identification no.)
  
                                     
                     352 West 12300 South, Suite 300
                            Draper, Utah 84020
                 (Address of Principal Executive Offices)
                                     
                                     
  Registrant's telephone number, including area code (801) 990-2600
  
                     INTELLIQUIS INTERNATIONAL, INC.
  
       Item 7.   Financial Statements and Exhibits
  
       Included are the financial statements of Intelliquis International, Inc.
  for the periods ended December 31, 1998 and 1997.
  
       Exhibits.
  
       Included are the proforma financial statements of Intelliquis
  International, Inc. for the periods ended December 31, 1998 and 1997.
  
                     INTELLIQUIS INTERNATIONAL, INC..
                             AND SUBSIDIARY 
  
                           FINANCIAL STATEMENTS
  
                            December 31, 1998 
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                              Balance Sheets
  
                                  ASSETS
                                                                 December 31,   
        
                                                         1998               1997 
  
  Current assets
     Cash                                             $ 23,074        $52,455
     Accounts receivable (Note 2)                      619,966        28,067
     Inventory (Note 2)                                130,517        18,398
     Prepaid expenses                                  6,838           8,253
     Deposits                                          500              -        
                                                       780,895       107,173
  
  Property, Plant & Equipment (Note 2)                  54,297       16,533
  
  Other assets
     Certificate of deposit (Note 2)                    40,351           -  
     Intangibles (Note 2)                                8,328       10,444
  
  Total Assets                                      $  883,871     $134,150  
  
                   LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current Liabilities
     Accounts payable and accrued expenses           $ 502,973     $18,673
     Short term notes (Note 3)                         104,500          -   
     Short term notes - related party (Note 4)          85,000          -   
                                                       692,473      18,673
  
  Stockholders' Equity
     Preferred Stock, 5,000,000 shares authorized,
      par value $.001, no shares outstanding               -           -  
     Common Stock, 50,000,000 shares authorized,
      $.001 par, 12,586,411 shares issued and outstanding   12,586     -   
     Members equity (1997) (Note 6)                          -      170,000
     Additional paid in capital                            157,414      -   
     Retained earnings (deficit)                            21,398  (54,523)
  
         Total Stockholders' Equity                       191,398    115,477     
  
  Total Liabilities and Stockholders' Equity          $   883,871  $ 134,150
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                         Statements of Operations
  
                                                                  
                                                                For the  
                                                               Year Ended   
                                                              December 31,
                                                          1998            1997
   Sales                                                                        
                                                     $1,461,196        $34,709
                      
  Cost of Sales                                         355,613          4,948
  
  Gross Margin                                        1,105,583         29,761
  
  Expenses:
     Sales & Marketing                                  596,125         36,443
     General & Administrative                           430,304         47,841
        
            Total Expenses                            1,026,429         84,284 
       
  
  Operating Income (Loss)                                79,154       (54,523)
  
  Other Income (Expense)                                (3,233 )         -   
  
  Net Income (Loss) before Taxes                         75,921       (54,523)
  
  Taxes (Note 1)                                          -              -   
  
  Net Income                                           $ 75,921      $ (54,523)
  
  Net Income Per Share                                 $   .006      $    -   
     
  Total average shares outstanding                                               
      
                                                     12,586,411            -    
     
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                     Statements of Stockholders' Equity
                                                                    
   
                                                          
                              Common Stock   Paid in     Members'      Retained
                            Shares   Amount  Capital     Equity        Deficit    
  
  Balance, January 1, 1997    -     $  -     $   -      $  -           $  -   
  
  Members contributions 
  (Note 6)                    -        -         -     170,000            -   
  
  Net loss                    -        -         -         -          (54,523)
  
  Balance, December 31, 1997  -        -         -     170,000        (54,523)
  
  Issuance of Common Stock for purchase
  Of Intelliquis, Inc. 
   (Note 6)             12,586,411  12,586    157,414  (170,000)        -   
  
  Net Income                -         -           -     75,921          -
  
  Balance, 
  December 31, 1998  12,586,411   $  12,586  $ 157,414  $  -          $ 21,398 
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                          Statements of Cash Flows
                                                 
                                                           For the              
                                                         Year Ended    
                                                          December 31,          
                                                       1998          1997     
                                 
  Cash Flows form Operating
   Activities:
       Net loss (loss)                             $ 75,921        $ (54,523)
       Non Cash Flow Items:
           Depreciation & Amortization                                           
                                                     10,756            4,630
       Increase (decrease) in      
            Accounts receivable                    (591,899)         (28,067)
            Inventory                              (112,119)         (18,398)
            Prepaids & deposits                         915           (8,253)
            Accounts payable & accrued expenses     484,300           18,673  
                         
  Net Cash Flows used in
   Operating Activities                            (132,126)         (85,938)
  
  Cash Flows from Investing Activities:
       Cash from stock sales / LLC units                                        
                                                        -          170,000
       Purchase of certificates of deposits                                     
                                                     (40,000)          -   
  
  Net Cash Flows used in
   Investing Activities                               (40,000)    170,000      
  
  Cash Flows from Financing
   Activities:
       Purchase of fixed assets                        (46,404)   (21,030)
       Purchase of intangibles & other assets                                   
            
                                                          (351)   (10,577)
       Cash from short term debt                       189,500       -         
  
  Net Cash Flows from Financing Activities                                  
            
                                                       142,745       (31,607)
  
  Net increase (decrease) in cash                                           
           
                                                      (29,381)        52,455  
  
  Cash, beginning of year                              52,455           -   
  
  Cash, end of year                                  $ 23,074      $  52,455
  
  Supplemental Cash Flow Information
     Cash Paid for:
       Taxes                                         $   -         $ -   
       Interest                                      $  2,334      $ -   
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                    Notes to The  Financial Statements
                             December 31, 1998
  
  NOTE 1 - Background and History
  
       Intelliquis International, Inc. (the Company) (formerly Leesburg Land and
  Mining, Inc.) was created on June 21, 1983 in the State of Colorado.  The 
  Company was involved in mining activities until approximately 1987, when it 
  ceased all activities and began disposing of its assets.  It has not
  had any business activity since that time.  The Company changed its name in 
  1998.
                                
       Also in 1998, the Company created and later merged with, a Nevada 
  subsidiary.
  
       Intelliquis, LLC was created in 1997 as a corporation and later
  reorganized as a limited liability company in the State of Utah.  Intelliquis 
  was organized for the purpose of licensing and marketing computer software to 
  wholesale and private label customers.
  
       Intelliquis International, Inc. acquired all of the outstanding units of
  Intelliquis LLC effective  December 31, 1998.
  
       The acquisition is accounted for as a "reverse acquisition" where the
  parent corporation is taken over  by the owners of the subsidiary.  All 
  activity of the financial reports is that of the subsidiary operation.
  
  NOTE 2 - Significant Accounting Policies
  
       Cash and Cash Equivalents  The Company considers all short term, highly
  liquid investments that are readily convertible to known amounts as cash 
  equivalents.
  
       Intangible Assets Intangible assets consist of contract design work and
  goodwill.  Both intangibles are being amortized over 60 months on the straight 
  line method. Amortization expense for 1997 was $133 and $2115 for 1998.
  
       Use of Estimates The preparation of financial statements in conformity
  with generally accepted accounting principles requires management to make 
  estimates and assumptions that affect reported  amounts of assets and 
  liabilities, disclosure of contingent assets and liabilities at the date of the
  financial statements and revenues and expenses during the reporting period. 
  In these financial statements, assets, liabilities and earnings involve 
  extensive reliance on management's estimates.  Actual results could differ 
  from those estimates.
  
       Income Taxes The Company adopted Statement of Financial Standards No. 109
  "Accounting for Income taxes" in the fiscal year ended December 31, 1998 and
  was applied retroactively. 
  
       Statement of Financial Accounting Standards No. 109 " Accounting for
  Income Taxes" requires an asset and liability approach for financial 
  accounting and reporting for income tax purposes.  This statement recognizes 
  (a) the amount of taxes payable or refundable for the current year and (b) 
  deferred tax liabilities and assets for future tax consequences of events
  that have been recognized in the financial statements or tax returns.
  
       Deferred income taxes result from temporary differences in the
  recognition of accounting transactions for tax and financial reporting 
  purposes.   There were no temporary differences at December 31, 1998 and
  earlier years; accordingly, no deferred tax liabilities have been recognized
  for all years.
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                    Notes to The  Financial Statements
                             December 31, 1998
  
  NOTE 2 - Significant Accounting Policies (continued)
  
       The Company has cumulative net operating loss carryforwards of over
  $4,000,000 at December 31, 1998.  No effect has been shown in the financial 
  statements for the net operating loss carryforwards as the likelihood of future 
  tax benefit from such net operating loss carryforwards is highly improbable.
  Accordingly, the potential tax benefits of the net operating loss 
  carryforwards, estimated based upon current tax rates at December 31, 1998 
  have been offset by valuation reserves of the same amount.
       
       The subsidiary operation was a limited liability company (LLC) throughout
  1997 and 1998.  LLC's report their earnings on a partnership tax return and no
  tax liability accrued at the company level.  Taxable income is allocated to 
  its individual members and tax paid by each member.
  
       Inventory Inventory consists of finished goods (assembled and unassembled
  computer software) that is valued at lower of cost (FIFO) or market.
  
       Certificate of Deposit The Company holds a Certificate of Deposit as
  partial security for a short  term loan at the Company's bank (see Note 3).  
  The certificate matures on March 10, 1999, the same day that the note is due.  
  Interest is stated at 4.91%
  
       Fixed Assets 
  
            Fixed assets consist of the following:
                                                         December 31,           
                                                      1998          1997 
             Computer Equipment & Software          $32,886        $12,464
             Office Equipment & Furniture            34,549          8,566
                                                     67,435         21,030
             Less: Accumulated Depreciation         (13,138)        (4,497)
  
                                                 $   54,297      $  16,533
  
       Computer equipment and software is being depreciated on the straight line
  method over three to five  years.  Office equipment is being depreciated on 
  the straight line method over five years.  Depreciation expense is $4,497 and
  $8,641 for 1997 and 1998, respectively.
  
       Principles of Consolidation The Company consists of the parent
  corporation, Intelliquis International, Inc., and its subsidiary, Intelliquis 
  LLC.  The two companies together report as a  consolidated group known as The 
  Company.  All intercompany accounts and transactions have been eliminated.
  
       Accounts Receivable Accounts Receivable is shown net of allowance for
  returns of $186,660 and  $0 and allowance for bad debt of $150,000 and $0 for 
  1998 and 1997, respectively.
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                    Notes to The  Financial Statements
                             December 31, 1998
  
  NOTE 3 - Short Term Notes
  
  The Company has acquired short term borrowing for working capital as follows:
  
                Note payable to a bank, secured by 
                $40,000 certificate of deposit, all
                assets of the Company and personal
                guarantees from the corporation
                officers, interest stated at 10%,
                due March 10, 1999                    $  79,500
  
             Note payable to an individual, no
                security, interest stated at 25%
                payable in January 1999                  25,000
  
                                                      $ 104,500
  
       Interest expense for 1998 was $3,584.
  
  NOTE 4 - Short Term Notes - Related Party
  
       The Company has acquired short term financing from two officers of the
  corporation.  One loan  was for $80,000 and the other for $5,000.  These are 
  demand notes  with no interest accruing.  The $80,000 was paid in 1999.
  
  NOTE 5 - Economic Dependency
  
       The Company currently uses one major distributor for most of its sales. 
  That distributor accounted  for 67% of all sales in 1998.  The Company could 
  recognize significant declines in sales if the distributor or the Company 
  chooses to alter its current sales relationship.
  
  NOTE 6 - Member Contributions/Common Stock Transactions
  
       In 1997, the Company was organize as a Utah limited liability company
  with $170,000 of member contributions for start up operations.
  
       In 1998, the Company continued to operate as a limited liability company
  until December 31, 1998 when Intelliquis International, Inc. acquired 100% of
  the membership units in exchange for 10,837,200 shares of common stock.  
  Before the acquisition, the corporation had 1,749,211 shares outstanding 
  with no assets and no liabilities.
  
  NOTE 7 - Subsequent Events
  
       In 1999, the Company leased office space for a term of three years at
  $4,000 per month.
  
       In 1999, the Company repurchased 2,067,648 of the company shares for 
  $160,000.
  
                          Supplementary Schedules
                                     
                       Proforma Financial Statements
                                     
                           For the Period Ended
                        December 31, 1998 and 1997
                                     
  
                                     
                                     
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                          Proforma Balance Sheets
                             December 31, 1998
  
                       Intelliquis Int.    Intelliquis             Adjustments   
  Total     
     ASSETS
   Cash and short term deposits    $     -     $ 23,074  $   -    $  23,074
   Prepaid expenses and other
      current assets           -      757,821      -      757,821
  
  Total                        -      780,895      -      780,895
  
     CAPITAL ASSETS            -       54,297      -       54,297
  
     OTHER ASSETS              -       48,679      -       48,679
  
  Total                   $    -     $883,871  $   -     $883,871
  
  LIABILITIES AND 
    SHAREHOLDER'S EQUITY
  
     CURRENT LIABILITIES
   Accounts payable and accruals   $     -    $ 502,973 $    -    $ 502,973
   Notes payable               -      189,500      -      189,500
  
  Total                        -      692,473      -      692,473
  
     STOCKHOLDERS' EQUITY
   Common stock              1,749     10,837    12,586 
  
   Additional paid in capital 4,147,083 159,163  4,306,246 
  
    Members equity            -       170,000    (170,000)    
   Retained (deficit) 
     earnings           (4,148,832)    21,398      -      (4,127,434)
  
  Total                  $    -      $883,871  $   -         $883,871 
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                          Proforma Balance Sheets
                             December 31, 1997
  
                         Intelliquis Int.   Intelliquis   Adjustments   Total     
     ASSETS
   Cash and short term deposits  $   -     $ 52,455        $   -     $  52,455
   Prepaid expenses and other
      current assets                 -       54,718            -        54,718
  
  Total                              -      107,173            -       107,173
  
     CAPITAL ASSETS                  -       16,533            -       16,533
  
     OTHER ASSETS
   Other                             -       10,444            -       10,444
   
  Total                          $   -     $134,150        $   -     $134,150
  
  LIABILITIES AND 
    SHAREHOLDER'S EQUITY
  
     CURRENT LIABILITIES
   Accounts payable and accruals $ 23,536 $ 18,673         $   -    $  42,209
   Notes and advances payable        -         -               -         -   
  
  Total                           23,536    18,673             -       42,209
  
     STOCKHOLDERS' EQUITY
   Common stock                4,148,832       -            170,000  4,318,832
   Additional paid in capita        -          -               -         -   
   Members equity                   -       170,000        (170,000)     -   
   Retained deficit           (4,172,368)  (54,523)            -    (4,226,891)
  
  Total                        $    -      $134,150        $   -      $134,150 
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
              Proforma Consolidated Statements of Operations
                   For the Year Ended December 31, 1998
  
                      Intelliquis Int.     Intelliquis      Adjustments  Total  
     
  
  INCOME               $     -             $1,461,196        $ -    $   1,461,196 
  
   Cost of sales             -                355,613          -         355,613 
   Sales and Marketing        -               596,125          -         596,125 
   General and Administrative -               430,304          -         430,304 
  
  OTHER INCOME (EXPENSE)     23,536            (3,233)         -          20,303 
   
  Net (loss) Income      $   23,536        $    75,921      $  -    $    99,457
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
              Proforma Consolidated Statements of Operations
                   For the Year Ended December 31, 1997
  
                        Intelliquis Int.     Intelliquis    Adjustments   Total
  
  INCOME                 $     -               $ 34,709  $    -        $ 34,709 
  
   Cost of sales               -                  4,948       -           4,948 
   Selling and Marketing       -                 36,443       -          36,443 
   General and Administrative  19,483            47,841       -          67,324 
  
  OTHER INCOME (EXPENSE)          377                -        -             377 
   
  Net (loss) Income         $ (19,106)        $(54,523)  $    -        $(73,629)
  
              INTELLIQUIS INTERNATIONAL, INC. AND SUBSIDIARY
                       Proforma Financial Statements
                         Statement of Assumptions
  
  1  -  Basis of Presentation
  
       The purpose of the presentation of the proforma financial statements of 
  Intelliquis International, Inc. is to show the financial position and results 
  of  operations as if the two corporations were combined as one entity for the 
  period for the two years 1997 and 1998.
  
       Separate columns are used to show the financial position and results of
  operations of each company separately, adjustments, if any between the two 
  companies, and the resulting totals from both companies.
  
       Intelliquis International, Inc. acquired all of the assets and
  liabilities of Intelliquis LLC as of December 31, 1998.  The end result being
  that of Intelliquis International, Inc. as a parent corporation, with the 
  assets of Intelliqiuis being its wholly owned subsidiary. 
  
       This transaction was accounted for as a "pooling of interest" method for
  the business combination.
  
                                SIGNATURES
                                            
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the 
  undersigned thereunto duly authorized.
  
  Date: March 8, 1999
  
                                Intelliquis International, Inc.
  
                                by:  /s/ Bernard Yaw          
                                     Bernard Yaw
                                     President