SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Liberty Mint, Ltd.
             (Exact name of registrant as specified in its charter)


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

                      975 North 1430 West, Orem, Utah 84059
                      -------------------------------------
                    (Address of principal executive offices)

                      Liberty Mint, Ltd. Compensation Plan
                      -------------------------------------
                            (Full title of the plan)


                       Dan Southwick, 975 North 1430 West,
                                Orem, Utah 84057
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (801) 426-6699
                                 --------------

<TABLE>

                                          CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be Registered     Offering Price Per            Aggregate Offering          Registration
                                                  Share(1)                      Price                       Fee
<S>                            <C>                <C>                           <C>                       <C>

Common Stock,                      180,000               $0.1875                       $33,750                     $8.91
$0.001  par value
==============================  ================  ============================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration  fee pursuant to Rule 457(c) and (h) of the Securities Act
         of 1933,  based on the average bid and asked price of the  registrant's
         common stock as of September 27, 2000, a date within five business days
         prior to the date of filing of this registration statement.









                                        1

<PAGE>



                      Liberty Mint, Ltd. Compensation Plan
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings           Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following  documents filed by Liberty Mint, Ltd., a Nevada  corporation (the
"Company"),  with the Securities and Exchange  Commission (the "Commission") are
hereby incorporated by reference:

          1.   The  Company's  Form  10-SB/A-4  filed  with the  Securities  and
               Exchange Commission on May 12, 2000.

          2.   The  Company's  Form  10-KSB/A  filed  with  the  Securities  and
               Exchange Commission on May 12, 2000.

          3.   The Company's  Form 10-QSB filed with the Securities and Exchange
               Commission on August 14, 2000.

          4.   The  description  of the Common Stock  contained in the Company's
               Form 10-SB  Registration  Statement  filed on September  21, 1999
               under the Securities Act, including any amendment or report filed
               for the purpose of updating such description.


Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The common stock of the Company being registered  pursuant to this  Registration
Statement is part of a class of  securities  registered  under Section 12 of the
Exchange  Act. A  description  of such  securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on


                                        2

<PAGE>



September  21,  1999,  and any  amendment  or report  filed for the  purpose  of
updating such description. Said description is incorporated herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

 Richard  D.  Surber,  an  attorney  licensed  to  practice  law in the State of
California, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters  concerning
the registration and offering of the securities  referred to herein.  Mr. Surber
owns  180,000  shares of the  Company's  $0.001  par value  common  stock  which
represents 0.6% of the issued and outstanding shares of the Company.  The shares
were received by Mr. Surber for services rendered to the Company with respect to
its Section 12(g) filings with the Securities and Exchange Commission.


Item 6. Indemnification of Directors and Officers

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

An officer or director of the Corporation  shall not be personally liable to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as an officer or director,  except for liability to the  Corporation  or to
its  shareholders  for monetary  damages for (i) acts of omissions which involve
intentional  misconduct,  fraud or knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

Any repeal or modification of the indemnification rights granted to officers and
directors of the corporation  shall be prospective only, and shall not adversely
affect any limitation of the personal liability of an officer or director of the
Company for acts or omissions  prior to the repeal or  modification of the right
of indemnification.

In accordance with the provisions  referenced  above, the Company will indemnify
to the fullest  extent  permitted by its Articles and Bylaws,  and in the manner
permissible  under  the  laws of the  State  of  Nevada,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its  discretion,  will have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason of the fact that he or she is or was an
employee of the Company.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer,


                                        3

<PAGE>



or controlling  person in connection with any securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit  to court of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issues.

The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification  provisions  and is limited by  reference to the Sections of the
Nevada  Revised  Statutes set forth above and the  provisions  of the  Company's
Bylaws and the Company's Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  reoffered  or  resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange Commission


                                        4

<PAGE>



such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.







                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        5

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Orem, Utah, on September 19, 2000.

                                              Liberty Mint, Ltd.

                                         By: /s/Dan Southwick
                                            ------------------------------
                                            Dan Southwick, as President
                                              / CEO & Director


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.




Signature                           Title                           Date

/s/ William C. Schmidt            Director                    September 28, 2000
-----------------



/s/ John Pennington               Director                    September 29, 2000
-----------------



/s/ Robert Joyce                  Director                    September 25, 2000
-----------------



/s/Dan Southwick                  Director                    September 19, 2000
-----------------










                                        6

<PAGE>


                                INDEX TO EXHIBITS



Exhibits    SEC Ref. No.              Description of Exhibit
--------    ------------             ----------------------
A            5, 23(b)       Opinion  and consent  of Counsel with respect to the
                            legality of the issuance of securities  being issued

B            23(a)          Consent of Accountant
C            4              Written Compensation Agreement (Plan)
D            99             Section 10(a) Prospectus











                                        7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15254}]
{"company-data": {"conformed-name": "LIBERTY MINT LTD", "cik": "0001042420", "assigned-sic": "", "irs-number": "841409219", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46934", "film-number": "732015"}, "business-address": {"street1": "975 NORTH 1430 WEST", "city": "OREM", "state": "UT", "zip": "84057", "phone": "8013739300"}, "mail-address": {"street1": "P.O. BOX 1950", "city": "OREM", "state": "UT", "zip": "84059"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Liberty Mint, Ltd.
             (Exact name of registrant as specified in its charter)

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

                      975 North 1430 West, Orem, Utah 84059
                      -------------------------------------
                    (Address of principal executive offices)

                      Liberty Mint, Ltd. Compensation Plan
                      -------------------------------------
                            (Full title of the plan)

                       Dan Southwick, 975 North 1430 West,
                                Orem, Utah 84057
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (801) 426-6699
                                 --------------

                                          CALCULATION OF REGISTRATION FEE
Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be Registered     Offering Price Per            Aggregate Offering          Registration
                                                  Share(1)                      Price                       Fee
Common Stock,                      180,000               $0.1875                       $33,750                     $8.91
$0.001  par value
==============================  ================  ============================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration  fee pursuant to Rule 457(c) and (h) of the Securities Act
         of 1933,  based on the average bid and asked price of the  registrant's
         common stock as of September 27, 2000, a date within five business days
         prior to the date of filing of this registration statement.

                                        1
Liberty Mint, Ltd. Compensation Plan
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings           Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following  documents filed by Liberty Mint, Ltd., a Nevada  corporation (the
"Company"),  with the Securities and Exchange  Commission (the "Commission") are
hereby incorporated by reference:

          1.   The  Company's  Form  10-SB/A-4  filed  with the  Securities  and
               Exchange Commission on May 12, 2000.

          2.   The  Company's  Form  10-KSB/A  filed  with  the  Securities  and
               Exchange Commission on May 12, 2000.

          3.   The Company's  Form 10-QSB filed with the Securities and Exchange
               Commission on August 14, 2000.

          4.   The  description  of the Common Stock  contained in the Company's
               Form 10-SB  Registration  Statement  filed on September  21, 1999
               under the Securities Act, including any amendment or report filed
               for the purpose of updating such description.

Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The common stock of the Company being registered  pursuant to this  Registration
Statement is part of a class of  securities  registered  under Section 12 of the
Exchange  Act. A  description  of such  securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on

                                        2
September  21,  1999,  and any  amendment  or report  filed for the  purpose  of
updating such description. Said description is incorporated herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

 Richard  D.  Surber,  an  attorney  licensed  to  practice  law in the State of
California, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters  concerning
the registration and offering of the securities  referred to herein.  Mr. Surber
owns  180,000  shares of the  Company's  $0.001  par value  common  stock  which
represents 0.6% of the issued and outstanding shares of the Company.  The shares
were received by Mr. Surber for services rendered to the Company with respect to
its Section 12(g) filings with the Securities and Exchange Commission.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

An officer or director of the Corporation  shall not be personally liable to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as an officer or director,  except for liability to the  Corporation  or to
its  shareholders  for monetary  damages for (i) acts of omissions which involve
intentional  misconduct,  fraud or knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes.

Any repeal or modification of the indemnification rights granted to officers and
directors of the corporation  shall be prospective only, and shall not adversely
affect any limitation of the personal liability of an officer or director of the
Company for acts or omissions  prior to the repeal or  modification of the right
of indemnification.

In accordance with the provisions  referenced  above, the Company will indemnify
to the fullest  extent  permitted by its Articles and Bylaws,  and in the manner
permissible  under  the  laws of the  State  of  Nevada,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its  discretion,  will have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason of the fact that he or she is or was an
employee of the Company.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer,

                                        3
or controlling  person in connection with any securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit  to court of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issues.

The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification  provisions  and is limited by  reference to the Sections of the
Nevada  Revised  Statutes set forth above and the  provisions  of the  Company's
Bylaws and the Company's Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  reoffered  or  resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange Commission

                                        4
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Orem, Utah, on September 19, 2000.

                                              Liberty Mint, Ltd.

                                         By: /s/Dan Southwick
                                            ------------------------------
                                            Dan Southwick, as President
                                              / CEO & Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                           Title                           Date

/s/ William C. Schmidt            Director                    September 28, 2000
-----------------

/s/ John Pennington               Director                    September 29, 2000
-----------------

/s/ Robert Joyce                  Director                    September 25, 2000
-----------------

/s/Dan Southwick                  Director                    September 19, 2000
-----------------

                                        6
INDEX TO EXHIBITS

Exhibits    SEC Ref. No.              Description of Exhibit
--------    ------------             ----------------------
A            5, 23(b)       Opinion  and consent  of Counsel with respect to the
                            legality of the issuance of securities  being issued

B            23(a)          Consent of Accountant
C            4              Written Compensation Agreement (Plan)
D            99             Section 10(a) Prospectus

                                        7