Filed by sedaredgar.com - Liberty Star Uranium & Metals Corp.

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)

5610 E Sutler Lane, Tucson, Arizona 85712
(Address of principal executive offices)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 196,406,298 common shares issued and outstanding as of June 8, 2009.

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our condensed consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with accounting principles generally accepted in the United States of America for interim financial statements. The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "Company", and "Liberty Star" mean Liberty Star Uranium & Metals Corp. and our subsidiaries Big Chunk Corp. and Redwall Drilling Inc., unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.

The Accompanying Notes are an Integral Part of the Condensed Consolidated Financial Statements

Liberty Star Uranium & Metals Corp. (the “Company” or “We” or “Liberty Star”) was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001 under the laws of the State of Nevada. On February 5, 2004 we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) is our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Redwall Drilling Inc. (“Redwall”) is our wholly owned subsidiary and was incorporated on August 31, 2007 in the State of Arizona. Redwall is a drilling contractor. On December 1, 2007 Redwall began performing drilling services on the Company’s mineral properties. In April 2007, the Company changed its name to Liberty Star Uranium & Metals Corp. to reflect the Company’s current concentrated efforts on uranium exploration. The Company is considered to be an exploration stage company, as it has not generated any revenues from operations.

In December 2006, the Company entered into a joint venture agreement (“Elle Venture”) with XState Resources Limited (“XState”). The Company holds a 50% interest in the Elle Venture, a general partnership with XState that was formed to explore and, if warranted, develop certain US Federal lode mining claims within the 22 square mile joint venture area. The Elle Venture ceased exploration activities in 2008.

These condensed consolidated financial statements include the results of operations and cash flows of Liberty Star Uranium & Metals Corp. and it’s wholly owned subsidiaries, Big Chunk and Redwall, from the dates of acquisition. All significant intercompany accounts and transactions were eliminated upon consolidation.

These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The operations of the Company have primarily been funded by the issuance of common stock and debt. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings, joint venture agreements or debt. Such financings may not be available, may not be available on reasonable terms, or the Company may be prevented from obtaining further financings because of restrictions that apply to it pursuant to the Unsecured Convertible Promissory Notes discussed in Note 6.

The condensed consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, 2009 as filed with the SEC under the Securities and Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at April 30, 2009 and the results of our operations and cash flows for the periods presented.

Interim results are subject to significant seasonal variations and the results of operations for the three months ended April 30, 2009 are not necessarily indicative of the results to be expected for the full year.

The summary of significant accounting policies presented below is designed to assist in understanding the Company's condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP") in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements. The significant accounting policies adopted by the Company are as follows:

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

The valuation of stock-based compensation, valuation of common stock purchase warrants, value of beneficial conversion feature, and the determination of useful lives and recoverability of depreciable assets are significant estimates made by management. It is at least reasonably possible that a change in these estimates may occur in the near term.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Big Chunk and Redwall, from the date of acquisition, February 5, 2004 and August 31, 2007, respectively. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains its cash in bank deposit accounts which, for periods of time, may exceed federally insured limits. At April 30, 2009 and January 31, 2009, the amount of cash in bank deposit accounts that exceeded federally insured limits of $250,000 was approximately $0 and $0, respectively.

Mineral claim costs of carrying, retaining and developing properties are charged to expense in the period incurred in our geological and geophysical costs.

Investment in Elle Venture, a general partnership in which the Company is a 50% partner, is accounted for by the equity method as effective control of the venture rests with XState Resources Limited, our joint venture partner.

Property and equipment is stated at cost. The Company capitalizes all purchased equipment over $500 with a useful life of more than one year. Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Leasehold improvements are stated at cost and are amortized over their estimated useful lives or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred while betterments or renewals are capitalized. Property and equipment is reviewed periodically for impairment. The estimated useful lives range from 2 to 7 years.

The Company capitalizes costs incurred to issue new debt as deferred finance charges. Amortization is calculated using the straight line method, which approximates the effective interest method, over the life of the related debt instrument and is included in interest expense. At April 30, 2009 and January 31, 2009 the Company has capitalized deferred finance charges of $473,213 and $474,288, respectively, and accumulated amortization of debt issuance costs was $450,308 and $387,012, respectively.

Discounts on convertible promissory notes include the fair value of detachable common stock purchase warrants issued with convertible promissory notes and the intrinsic value of the embedded beneficial conversion feature of the convertible promissory notes. These amounts are being amortized to interest expense using the effective interest method over the term of the convertible promissory notes. At April 30, 2009 and January 31, 2009 the Company has recorded discounts on convertible promissory notes of $3,082,656 and $3,082,656, respectively and accumulated amortization of discounts on convertible promissory notes was $3,004,799 and $2,605,364, respectively.

Accounting for the impairment of long-lived assets and long-lived assets to be disposed of

The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The Company records rent expense from noncancelable operating leases on the straight-line basis over the life of the lease. The Company records an asset and a related capital lease obligation for property and equipment acquired by capital lease. The asset is amortized and amortization expense is included in depreciation.

The Company accounts for convertible promissory notes in accordance with Statement of Financial Accounting Standards No. 150 (“SFAS 150”) requiring the convertible promissory notes to be reported as liabilities at fair value. When convertible promissory notes are converted into shares of the Company’s common stock in accordance with the debt’s original terms, no gain or loss is recognized. The Company accounts for inducements to convert as an expense in the period incurred, included in debt conversion expense.

The operations of the Company have been and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future removal and site restoration costs. The likelihood of new regulations and their overall effect upon the Company are not predictable. The Company will provide for any reclamation costs in accordance with Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations”. It is management’s opinion that the Company is not currently exposed to significant environmental and reclamation liabilities and has recorded no reserve for environmental and reclamation expenditures at April 30, 2009 and January 31, 2009.

The Company’s stock-based compensation arrangements are designed to attract and retain employees and non-employee consultants. The amount, frequency, and terms of stock-based awards may vary based on competitive practices, company operating results, and government regulations. The Company may grant non-qualified and incentive stock options to employees and non-qualified stock options to non-employee consultants. New shares are issued upon option exercises.

On February 1, 2006 the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R (“SFAS 123R”) requiring the measurement and recognition of all stock-based compensation under the fair value method. The Company charges stock-based compensation expense for options granted to employees to earnings using the straight-line method over the option’s requisite service period. The Company implemented SFAS 123R using the modified prospective transition method. Prior to February 1, 2006 the Company accounted for stock options granted to employees under Accounting Principles Board Opinion 25 (“APB 25”) intrinsic value method. Under APB 25, there was generally no charge to earnings for employee stock option awards because the options granted had an exercise price at least equal to the market value of the underlying common stock on the grant date. The fair value of options granted to employees prior to February 1, 2006 had been determined to be $0, based on the Black-Scholes Valuation method. The Company determines the measurement date for stock options granted to non-employee consultants using EITF 96-18. Periods prior to February 1, 2006 in the consolidated financial statements have not been adjusted to reflect fair value stock-based compensation expense under SFAS 123R for options issued to employees as there is no effect.

Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period. The calculation of basic loss per share gives retroactive effect to an eight for one forward stock split on January 6, 2004 which resulted in 20,000,000 common shares outstanding. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. At April 30, 2009 and January 31, 2009, there were 13,694,547 and 13,994,547, respectively, potentially dilutive instruments outstanding. Additionally, at April 30, 2009 and January 31, 2009 if settlement of the Convertible Promissory Notes were completed by the issuance of common shares there would be 1,073,904,074 and 1,886,792,667 shares, respectively, required to convert the notes. At April 30, 2009 and January 31, 2009 there are only 200,000,000 shares authorized. These instruments were not included in the determination of diluted loss per share as their effect was anti-dilutive.

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 165 “Subsequent Events”. This statement was issued to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This statement sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. This statement sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. This statement sets forth the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

The provisions of SFAS No. 165 are effective for financial periods ending after June 15, 2009. The Company does not believe that the adoption of SFAS No. 165 will have a material effect on its results of operations or financial position.

In June 2008, the Financial Accounting Standards Board’s (“FASB”) Emerging Issues Task Force issued EITF 07-5 “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock”. This issue applies to any freestanding financial instrument or embedded feature that has all of the characteristics of a derivative or is potentially settled in an entity’s own stock. An entity shall use a two step approach to evaluate whether a financial instrument or embedded feature is indexed to its own stock and those that meet the criteria will be re-evaluated to determine any adjustment to the fair value of the instrument or embedded feature. The issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. The adoption of EITF 07-5 did not have a material effect on the Company’s results of operations or financial position.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 162 “The Hierarchy of Generally Accepted Accounting Principles”. This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statement of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The Company does not believe that the adoption of SFAS No. 162 will have a material effect on its results of operations or financial position.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 161 “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”. This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of SFAS No. 160 did not have a material effect on the Company’s results of operations or financial position.

At April 30, 2009 the Company held a 100% interest in 1,775 standard Federal lode mining claims spanning approximately 60 square miles on the Colorado Plateau Province of Northern Arizona (the “North Pipes Claims”).

At April 30, 2009 the Company held a 50% interest in standard Federal lode mining claims covering 3 breccia pipe targets on the Colorado Plateau Province of Northern Arizona. These claims are owned through the Elle Venture, a general partnership in which the Company is a 50% partner.

At April 30, 2009 the Company held an option to explore 59 standard Federal lode mining claims located at the East Silver Bell and Walnut Creek region of Arizona. The mineral claims are owned by JABA US Inc, an Arizona Corporation in which two directors of the Company are owners.

At April 30, 2009 the Company held a 100% interest in 707 Alaska State mining claims spanning approximately 177 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 200 miles southwest of the city of Anchorage, Alaska (the “Big Chunk Claims”). At April 30, 2009 the Company held a 100% interest in 56 Alaska State mining claims spanning approximately 13.5 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet approximately 60 miles north of Lake Iliamna (the “Bonanza Hills Claims”).

Title to mineral claims involves certain inherent risks due to difficulties of determining the validity of certain claims as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated titles to all its mineral properties and, to the best of its knowledge, titles to all properties are in good standing as of April 30, 2009.

On May 11, 2007, the Company issued senior unsecured convertible two year promissory notes (“May 2007 Convertible Notes”) for gross proceeds of $4,400,000 in a private placement of its securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933. The net proceeds received after placement agent fee, due diligence fee and legal fees was $4,010,238. Under the original note terms, the May 2007 Convertible Notes bore interest at 8%. Repayment of the May 2007 Convertible Notes began in February 2008 and consists of sixteen monthly principal payments of $259,375 plus accrued unpaid interest. On November 17, 2008 the Company did not have enough authorized capital to fulfill the conversion requests received from the holders of the May 2007 Convertible Notes and is in default on the notes. The default interest rate on the notes is increased to 15%.

Under the original note terms holders of the May 2007 Convertible Promissory Notes could have elected to convert all or a portion of their note balance before the scheduled repayment dates at a fixed rate of $0.65 per share. The Company may have elected to make repayments of the May 2007 Convertible Notes in cash or by the issuance of common stock of the Company. The conversion price for the monthly payments was the lesser of the fixed conversion price of $0.65 per share or 85% of the volume weighted average price for 10 trading days prior to the repayment date, but not less than $0.45 per share. Stock payment could not be made if the amount of shares to be issued would have exceed 33% of the aggregate daily trading volume for 7 trading days preceding the repayment date, unless waived by the holders of the May 2007 Convertible Notes. Stock payment could not be made if the holders of the May 2007 Convertible Notes owned more than 4.99% of the then outstanding common stock of the Company. In the event that a delay in delivery of exercised shares occurred, as defined in the subscription agreement, the Company agreed to pay liquidated damages of $100 per business day for each $10,000 of purchase price of shares subject to the delivery default. In the event that the Company failed to deliver the exercised shares within 7 business dates of the Delivery Date and the selling security holder purchases shares of common stock of the Company in an open market, then the Company owed in cash to the selling security holder the amount by which the selling security holders’ total purchase price including brokers’ commissions exceeded the aggregate purchase price of the shares issuable together with interest at 15% per annum.

The Company entered into the first modification agreement with the holders of the May 2007 Convertible Notes in February 2008 and then a second modification agreement in May 2008. The modification agreements were effective from February 2008 through July 2008. The modification agreements reduced the conversion prices in order to induce the note holders to convert the note into common stock. During the year ended January 31, 2009 the Company recorded debt conversion expense of $103,437 related to the modification agreements.

On August 27, 2008 the Company entered into the third modification agreement with the holders of the May 2007 Convertible Notes. The modification agreement increased the interest rate on the May 2007 Convertible Notes to 12%. The modification agreement also reduced the fixed conversion price to $0.05 and reduced the exercise price on the detachable common stock purchase warrants issued in connection with the May 2007 Convertible Notes to $0.05 per share. The Company recorded $67,700 of additional discounts on the May 2007 Convertible Notes for the reduction in the exercise price on the detachable common stock purchase warrants. The Company was granted an exemption from making any of the monthly payments in connection with the May Notes in cash until February 2009. The Company was unable to make the monthly payments beginning in February 2009 and is still in default on the note. The Company may elect to make repayments of the May Notes in cash at 110% of the principal amount due and 100% of the other amounts then due or by the issuance of common stock of the Company. The conversion price is the lesser of the fixed conversion price of $0.05 per share or 80% of the average of the closing bid prices of the common stock for the five trading days prior to the conversion date.

The Company granted a security interest to the holders of the May 2007 Convertible Notes to all now owned and hereafter acquired right, title and interest of the Company in, to and in respect of all: Accounts, interests in goods represented by Accounts, returned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights; Chattel Paper; investment property; General Intangibles, Documents, Instruments, letters of credit, bankers’ acceptances or guaranties, cash moneys, deposits; securities, bank accounts, deposit accounts, credits and other property now or hereafter owned or held in any capacity by the Company, as well as agreements or property securing or relating to any of the items referred to above.

The Company incurred deferred financing costs of $457,454 in connection with the issuance of the May 2007 Convertible Notes. The deferred financing costs consist of $389,762 paid for broker fees, legal fees, due diligence fee and $67,692 for the fair value of 338,461 common stock purchase warrants issued as a broker fee. The warrants have the same terms as the detachable common stock purchase warrants issued to the holders of the May 2007 Convertible Notes and its fair value was determined using the same assumptions. The Company reported $53,933 and $53,986 of interest expense relating to the deferred financing costs during the three months ended April 30, 2009 and 2008, respectively.

The May 2007 Convertible Notes are reported net of discounts. Discounts were recorded for the detachable common stock purchase warrants as well as the beneficial conversion feature. The beneficial conversion feature recorded of $1,842,734 represents the difference between the conversion price and the fair market value of the common stock on the commitment date (May 11, 2007). The holders of the May 2007 Convertible Notes were issued 6,769,228 detachable common stock purchase warrants with an exercise price of $0.05 and a life of 5 years. The exercise price may be adjusted if the Company issues other shares, warrants or stock options before the expiration of the warrants at a price less than $0.45 per share. The 6,769,228 detachable common stock purchase warrants were assigned a value of $1,421,538, estimated using the Black-Scholes valuation model. An additional $67,700 discount was recorded upon the reduction of the exercise prices of the detachable common stock purchase warrants in August 2008. The following assumptions were used to determine the fair value of the warrants using the Black-Scholes valuation model: a term of 5 years, risk-free rate of 4.56%, volatility of 60%, and dividend yield of zero. The discounts on the May 2007 Convertible Notes for the beneficial conversion feature and the detachable common stock purchase warrants are being amortized to interest expense, using the effective interest method, over the term of the May 2007 Convertible Notes. The Company reported $399,435 and $376,870 of interest expense relating to the beneficial conversion feature and the warrants discount during the three months ended April 30, 2009 and 2008, respectively.

During the three months ended April 30, 2009 there were no payments made on the May 2007 Convertible Notes and no conversions into shares of common stock. At April 30, 2009 the note holders have a balance of $831,226 of monthly payment amounts that have been deferred that are due on demand by the note holders.

During the year ended January 31, 2009 the Company issued 150,585,301 shares of common stock and $407,349 of cash for the monthly payments and principal conversions on the May 2007 Convertible Notes. At January 31, 2009 the note holders have a balance of $831,226 of monthly payment amounts that have been deferred that are due on demand by the note holders.

The principal balance of the May 2007 Convertible Notes outstanding was $1,512,313 at April 30, 2009 and January 31, 2009. If settlement of the May 2007 Convertible Notes occurred on April 30, 2009 the Company would have been obligated to pay $1,512,313 principal payments, $103,178 accrued interest, and $831,226 deferred amount for a total of $2,446,717 in cash. If the settlement were completed by the issuance of common shares the conversion price at April 30, 2009 would have been $0.0027 per share for a total of 906,191,481 shares required to convert the notes, which is more than our unissued authorized capital at April 30, 2009.

At April 30, 2009 and January 31, 2009 the Company was in default on the May 2007 Convertible Notes and the entire obligation is classified as a current liability on the accompanying financial statements for the periods then ended.

On August 27, 2008 the Company issued Secured Convertible Promissory one year notes (“August 2008 Convertible Notes”) for gross proceeds of $414,184 to the holders of the May 2007 Convertible Notes in a private placement of its securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933. The net proceeds received were $372,434. The August 2008 Convertible Notes bear interest at 12%. In November 2008, the Company did not have enough authorized shares available for issuance to make any stock repayments on this note and is considered in default. The default interest rate is increased to 15%. Repayment of the August 2008 Convertible Notes was to begin in February 2009 with six monthly principal payments of $59,146 plus accrued unpaid interest and one final payment of $59,308 plus accrued unpaid interest. The Company was unable to make the monthly payments beginning in February 2009 and is in default on the note. The default interest rate is 15%. The entire balance of the August 2008 Convertible Notes and May 2007 Convertible Notes becomes due immediately upon the Company’s receipt of net proceeds from a sale of debt or equity with a gross amount of up to $3,000,000. The holders of the August 2008 Convertible Notes may elect to convert all or a portion of their note balance before the scheduled repayment dates at a fixed rate of $0.05 per share. The Company may elect to make repayments of the August 2008 Convertible Notes in cash at 110% of the principal amount due and 100% of the other amounts then due or by the issuance of common stock of the Company. The conversion price for the monthly payments is the lesser of the fixed conversion price of $0.05 per share or 80% of the average of the closing bid prices of the common stock for the five trading days prior to the conversion date. Stock payment cannot be made if the holders of the August 2008 Convertible Notes own more than 4.99% of the then outstanding common stock of the Company. Stock payment cannot be made if the stock is not timely issued, an event of default has occurred, an exemption from registration of the resale of shares of Common Stock to be issued in payment of the Monthly Amount is not available to the Holder, or if the amount of Common Stock that would be issued in satisfaction of the Monthly Amount exceeds for the Holder and Other Holders, in the aggregate, more than 33% of the aggregate daily trading volume of the Common Stock for the seven trading days preceding such Repayment Date, as reported by Bloomberg L.P. for the Principal Market. The Company may use the proceeds for lease payments, offering expenses and other designated purposes.

The August 2008 Convertible Notes are secured by all now owned and hereafter acquired right, title and interest of the Company in, to and in respect of all: Accounts, interests in goods represented by Accounts, returned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights; Chattel Paper; investment property; General Intangibles, Documents, Instruments, letters of credit, bankers’ acceptances or guaranties, cash moneys, deposits; securities, bank accounts, deposit accounts, credits and other property now or hereafter owned or held in any capacity by the Company, as well as agreements or property securing or relating to any of the items referred to above.

The Company incurred deferred financing costs of $41,750 in connection with the issuance of the August 2008 Convertible Notes. The Company reported $10,438 and $0 of interest expense relating to the deferred financing costs during the three months ended April 30, 2009 and 2008, respectively.

The principal balance of the August 2008 Convertible Notes outstanding was $414,184 at April 30, 2009 and January 31, 2009. If settlement of the August 2008 Convertible Notes occurred on April 30, 2009 the Company would have been obligated to pay $414,184 principal payments and $38,640 accrued interest for a total of $452,824 in cash. If the settlement were completed by the

issuance of common shares the conversion price at April 30, 2009 would have been $0.0027 per share for a total of 167,712,593 shares required to convert the notes, which is more than our unissued authorized capital at April 30, 2009. At April 30, 2009 and January 31, 2009 the Company was in default on the August 2008 Convertible Notes and the entire obligation is classified as a current liability on the accompanying financial statements for the periods then ended.

Management considered the impact of Statement of Financial Accounting Standard No. 15 (“SFAS No. 15) and EITF 96-19 on the modification of the May 2007 Convertible Notes and the issuance of the August 2008 Convertible Notes and has determined that there has not been a troubled debt restructuring nor an extinguishment of the old May 2007 Convertible Note.

The following is a summary of the principal maturities of May 2007 Convertible Notes and August 2008 Convertible Notes:

Notes payable to Chase Bank payable in aggregate monthly installments of $1,971 including interest at fixed rates of 8.9% to 9.9% maturing at various dates through September 2013, secured by liens on vehicles. Principal balances at April 30, 2009 and January 31, 2009 are $60,659 and $61,925, respectively. Carrying amount of vehicles that serve as collateral is $68,016 and $73,793 at April 30, 2009 and January 31, 2009, respectively.

Note payable to Atlas Copco payable in three monthly installments of $1,200 beginning April 2009 and eighteen monthly installments of $5,537 beginning July 2009. Monthly installments include interest at a fixed rate of 9% through maturity in December 2010, secured by a lien on equipment. Principal balance at April 30, 2009 and January 31, 2009 is $93,902 and $95,937, respectively. Carrying amount of equipment that serves as collateral is $278,799 and $298,250 at April 30, 2009 and January 31, 2009, respectively.

The following is a summary of the principal maturities of long-term debt during the next five years:

During the three months ended April 30, 2009 there were 300,000 vested incentive stock options that were cancelled. At April 30, 2009 and January 31, 2009 there were 2,854,500 and 3,154,500 incentive stock options outstanding, respectively. At April 30, 2009 and January 31, 2009 there were 1,789,000 non-qualified stock options outstanding.

As of April 30, 2009, there were 9,051,047 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 2.573 years and a weighted average exercise price of $0.417 per whole warrant for one common share. Whole share purchase warrants outstanding at April 30, 2009 are as follows:

The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends as defined. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends that may be declared.

The Company entered into the following transactions with related parties during the period ended April 30, 2009:

Paid or accrued $1,378 in rent. We rented an office from an officer on a month-to-month basis for $459 per month.

The Company entered into the following transactions with related parties during the period ended April 30, 2009 continued:

Received $4,489 reimbursement from Elle Venture pursuant to the cancelled subcontracting agreement to reimburse the Company for legal fees and contracted services related to the operation of the Elle Venture.

The Company entered into the following transactions with related parties during the year ended January 31, 2009:

Paid or accrued $5,552 in rent. We rented an office from an officer on a month-to-month basis for $459 per month.

Receivable of $1,888 from Jim Briscoe our President and CEO. The receivable is due on demand and is non-interest bearing.

During the year ended January 31, 2009 the Company incurred $599,566 for reimbursement of subcontracting costs from the Elle Venture, a general partnership in which the Company is a 50% partner, pursuant to the subcontracting agreement to perform the duties as the Manager of the Elle Venture. Subcontracting costs reimbursed from Elle Venture are reported as a reduction of our geological and geophysical exploration costs.

The Company entered into an option agreement in April 2008 with JABA US Inc, an Arizona Corporation in which two directors of the Company are owners of JABA US Inc. The option agreement grants the Company the exclusive right and option to acquire a 100% undivided interest in 26 Federal lode mining claims in the East Silver Bell area northwest of Tucson, AZ, 33 Federal lode

mining claims in the Walnut Creek area near Tombstone, AZ, and 2 private parcels in the Beatty area of Nevada. In the event that there is a commencement of commercial production a royalty ranging from 2% to 10% of net smelter returns will be payable to JABA US Inc. The Company is required to maintain the claims in good standing and pay the annual rentals of up to $8,000 during the option period which ends no later than January 1, 2011. The Company agrees to make $175,000 in exploration expenditures on or before dates to be determined by the Company, but no later than January 1, 2011. In September 2008 the Company assigned their option to explore the Beatty area claims to NPX Metals Inc, a privately owned company, in exchange for $100,000 cash and 100,000 shares of NPX Metals Inc. common stock valued at $25,000. No exploration expenditures have been paid or incurred during the year ended January 31, 2009. During the year ended January 31, 2009 annual rentals of $7,375 were paid to extend the life of the 33 Federal lode mining claims through September 2009.

The Company owns common stock in Mayo Gold Explorations, a privately owned corporation in which our President and CEO was a board member. The investment is recorded on the cost method. At January 31, 2009 the investment balance is $25,000 and is reported on the balance sheet as other assets.

The Company is required to perform annual assessment work in order to maintain the Big Chunk and Bonanza Hills Alaska State mining claims. If annual assessment work is not performed the Company must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per ¼ section (160 acre) claim or $100 per ¼ -¼ section (40 acre) claim extends the claims for a one-year period from the staking of claims. Assessment work performed in excess of the required amount may be carried forward for up to four years to satisfy future obligations. The Company paid $27,950 and utilized labor carryforwards from prior assessment work to pay the 2008 liability. The Company estimates that the required annual assessments to maintain the claims for 2009 will be approximately $298,600.

The annual state rentals for the Big Chunk and Bonanza Hills Alaska State mining claims vary from $25 to $200 per mineral claim. The rental period begins at noon September 1^st through the following September 1^st and annual rental payments are due on November 30^th of each year. Annual rent is due in full within 45 days of staking a new claim and covers the period from staking until the next September 1^st. Claims that are staked in accordance with AS 38.05.195(b)(1) meridian, township, range, section and claim system location “MTRSC” receive a one-time only credit of 50% of the second year’s rent payment. Our Alaska claims are all MTRSC claims eligible for the 50% rental credit in the second rental year. Rentals for the period from September 1, 2008 through September 1, 2009 of $133,750 have been paid. The estimated state rentals due by November 30, 2009 for the period from September 1, 2009 through September 1, 2010 are $133,750. Alaska State production royalty is three percent of net income. State law prescribes that after a 3.5 -year exemption from state taxes a metal mine is liable for a 15% state licensing tax on net income from the mine.

The Company is required to pay annual rentals for its Federal lode mining claims for the North Pipes project in the State of Arizona. The rental period begins at noon on September 1^st through the following September 1^st and rental payments are due by the first day of the rental period. The annual rental is $125 per claim. Additional fees of $45 per claim are due in the first year of filing a Federal lode mining claim along with the first year’s rent. Rentals for the period from September 1, 2008 to September 1, 2009 of $219,625 have been paid. The estimated rentals due for the period from September 1, 2009 to September 1, 2010 due by the first day of the rental period are $221,875.

In November 2006, the Company began renting its previous office space. The lease requires monthly payments of $3,789. In September 2008 the Company exercised its option to renew the lease for an additional two year term at an increase of 3.5% in rent per year. During the three months ended April 30, 2009 and 2008 the Company recognized rent expense of $11,477 and $11,367, respectively, related to this lease. In January 2009 the Company vacated the premises. The landlord has not released the Company from its obligations related to the two year renewal. Future minimum lease payments under this noncancelable lease for the twelve months ended April 30, 2010 are $45,907 and the twelve months ended April 30, 2011 are $26,779.

The significant non-cash investing and financing transactions for the three month period ended April 30, 2008 were as follows:

Issued 30,000 shares of common stock as debt conversion expense to investors who participated in the first modification agreement to the Unsecured Convertible Promissory Notes.

Issued 2,621,725 shares of common stock as repayment of $443,883 principal portion and $178,022 interest portion of the monthly payments on the Unsecured Convertible Promissory Notes.

Stock option compensation recorded at $97,377 for options issued to employees and consultants.

The Company's operations were conducted in one reportable segment, being the acquisition and exploration of mineral claims, in the United States of America.

The Company's financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, convertible notes payable, notes payable and a capital lease obligation. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values.

Pursuant to the terms of the convertible secured notes and the Subscription Agreement, interest accrues on the Notes at a rate of 12% per annum commencing on the date of the issuance of the May 2009 Convertible Notes. The May 2009 Convertible Notes principal must be repaid commencing October 15, 2009 in monthly amounts equal to 14.28% of the principal amount of the notes together with interest, accrued to each monthly payment date on the outstanding note principal. In the event a registration statement is effective or Common Stock may be immediately resold by the noteholders without volume or other restrictions, and an event of default is not pending then the Company may pay the monthly amount with registered or unregistered common stock valued at the lesser of the fixed conversion price of $0.005 (subject to certain adjustments), or 80% of the average of the closing bid prices of the Company’s common stock for the five trading days prior to the monthly payment date. All amounts remaining outstanding from the May 2007 Convertible Notes and the August 2008 Convertible Notes will now be convertible to common shares on the same terms, notwithstanding their original terms. The Company agreed to reserve for issuance to the subscribers not less than 175% of the amount of shares of common stock necessary to allow conversion of all notes at the conversion price in effect from time to time.

The Company may, in any event, elect to pay the monthly amount in cash at 110% of the principal amount due and 100% of all other amounts then due. The Company must provide 10 days notice of whether payment will be made in cash or with stock. If the notice is not timely given, the noteholders shall have the option to elect to be paid in cash or common stock. Each monthly payment in kind will be limited to not more than 33% of the aggregate daily trading volume of the common stock for the 7 trading days preceding the relevant monthly payment date. The entire principal and interest will be payable upon the Company’s receipt of the net proceeds of a $3,000,000 offering of the Company’s debt or equity. Provided an event of default is not pending, the Company may prepay unconverted portions of the Note upon 20 days prior notice during which time noteholders may convert the amount of the note noticed for prepayment at the fixed conversion price. Such payment shall be equal to 125% of the principal amount being prepaid and the accrued interest. In the event that commencing on the date that is six months following the closing date and ending two years thereafter, Rule 144 is unavailable for the unrestricted resale of the conversion shares under the Notes, then the Company

shall pay to the Investor as liquidated damages for each thirty days (or pro rata for periods shorter than thirty days) a sum equal to 1.75% of the purchase price of the outstanding notes.

The Company agreed to include at the option of each noteholder the number of shares that may be converted pursuant to any note in any registration statement it files during such period, ahead of the rights granted to the subscribers in the May 2007 Convertible Notes and the subscribers in the August 2008 Convertible Notes. Noteholders are subject to certain limitations on their rights to convert the notes. The principal limitation is that unless waived, the holder may not, with certain limited exceptions, convert into a number of shares that would, together with other shares held by the holder, exceed 4.99% of the then outstanding shares of the Company after such conversion.

Pursuant to the terms of the Subscription Agreement, James Briscoe, the CEO of the Company, agreed not to sell or otherwise dispose of his shares of common stock of the Company owned by him or which he has the right to acquire for a period of two years from the date of the Subscription Agreement, unless sold in the open market for over $0.90 per share.

In accordance with the terms of the subscription agreement, the Company granted a senior security interest over all of the assets of the Company to the subscribers pursuant to a security agreement dated as of May 21, 2009. In addition, the Company’s wholly owned subsidiary, Big Chunk Corp. was required to provide the subscribers with a guaranty on the repayment of the loans. The Company further agreed to pay the subscribers’ legal fees of $13,000 in connection with preparation of documents for the Offering and acting as escrow agent.

The May 2009 Convertible Notes were issued to the subscribers pursuant to the exemption from registration under the United States Securities Act of 1933 provided by Section 4(2), Section 4(6) and/or Rule 506 of Regulation D promulgated under the 1933 Act, each of which represented that they are “accredited investors” within the respective meanings ascribed to that term in Rule 501(a) under the Securities Act of 1933.

The Company issued 2,459,592 shares of common stock on June 3, 2009 for the conversion of deferred amounts of $12,052 on the May 2007 Convertible Notes.

The Company’s shareholders approved the increase in authorized capital of the Company from 200,000,000 to 10,000,000,000 shares of common stock with $0.001 par value during a vote held at our annual meeting on May 27, 2009. The Company filed a certificate of amendment on June 4, 2009 with the Nevada Secretary of State to increase the number of authorized shares to 5,000,000,000 shares of common stock with a par value of $0.001.

The Company is in the exploration stage, has incurred losses from operations, requires additional funds for further exploratory activity prior to attaining a revenue generating status, and is in default on its convertible promissory notes. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, the Company's auditors have expressed an uncertainty about the Company's ability to continue as a going concern in their opinion attached to our audited financial statements for the fiscal year ended January 31, 2009.

Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financings or joint venture agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and financial condition of Liberty Star Uranium & Metals Corp. Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements.

Liberty Star Uranium & Metals Corp. (the “Company” or “We”) is in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) is our wholly owned subsidiary and is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Redwall Drilling Inc. (“Redwall”) is our wholly owned subsidiary and is a drilling contractor. We are an exploration stage company, as we have not generated revenues from operations. The Company’s significant projects are:

North Pipes Super Project (“NPSP”): Located in Northern Arizona on the Arizona Strip, we plan to ascertain whether the North Pipes Super Project claims possess commercially viable deposits of uranium. We have approximately 300 potential breccia pipe targets. We have not identified any ore reserves to date.

Big Chunk Super Project (“Big Chunk”): Located in the Iliamna region of Southwestern Alaska, we plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver and zinc. We have not identified any ore reserves to date.

Bonanza Hills Project (“Bonanza Hills”): Located in the Iliamna region of Southwestern Alaska, we plan to ascertain whether the Bonanza Hills claims possess commercially viable deposits of gold and silver. We have not identified any ore reserves to date.

East Silver Bell: The Company holds an option to explore 26 standard Federal lode mining claims located at the East Silver Bell region of Arizona. The mineral claims are owned by FOJ, LLC an Arizona Limited Liability Company in which two of our directors are owners.

Walnut Creek: The Company holds an option to explore 33 standard Federal lode mining claims located due east and southeast of the town of Tombstone, Arizona. The mineral claims are owned by FOJ, LLC an Arizona Limited Liability Company in which two of our directors are owners.

Elle Venture: On September 11, 2008, we announced that we and XState Resources have agreed that XState will maintain a 50% interest in three uranium breccia pipe exploration targets at North Pipes Super Project. Both parties entered into a formal 50/50 contributing joint venture in relation to the three breccia pipe targets. The previous "earn-in" agreement is terminated.

There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled "Risk Factors" for additional information about the risks of mineral exploration.

To date, we have not generated any revenues and we remain in the exploration stage. Our ability to pursue our business plan and generate revenues is subject to our ability to obtain additional financing, and we cannot give any assurance that we will be able to do so.

Material Changes in Financial Condition from January 31, 2009 to April 30, 2009

We had cash and cash equivalents in the amount of $17,155 as of April 30, 2009 compared to $63,250 as of January 31, 2009. We had negative working capital of $(2,834,337) as of April 30, 2009 compared to $(2,258,655) as of January 31, 2009. We had cash outflows from financing activities of $(1,413) during the three months ended April 30, 2009. During the three months ended April 30, 2009 the Company sold vehicles to generate cash inflows from investing activities of $38,985. The reduction in our cash and working capital balances resulted from operating expenses, accrual of unpaid interest on the convertible notes, and a lack of cash inflows from financing activities.

On May 21, 2009, the Company completed the sale of $170,668 principal amount of 12% Secured Convertible Promissory Notes (“May 2009 Convertible Notes”) to six subscribers pursuant to the terms of a subscription agreement between the parties dated May 21, 2009. Net proceeds of $157,468 are intended to be used for mineral lease payments, offering expenses and working capital. The Company will require additional financing in order to maintain our mineral claims in good standing and perform additional exploration activities on our mineral claims.

The Company is in default on the May 2007 Convertible Notes and the August 2008 Convertible Notes and as such the entire obligation is reported as a current liability. The note holders have a security interest in all assets and mineral properties and as a result the Company is unable to sell any assets without prior approval from the note holders. The Convertible Promissory Notes entered into in May 2007 contains restrictions on raising new capital from the sale of registered stock to other investors. We are also limited to raising up to $7,000,000 in private placement funds during the 2 year term of the Unsecured Convertible Promissory Notes. The August 2008 Convertible Notes and May 2009 Convertible Notes contain restrictions that require that the August 2008, May 2007 and May 2009 convertible notes be repaid in full from the first $3,000,000 of financings completed by the Company. These restrictions may make it difficult for us to raise the cash required to proceed with our planned exploration activities. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. The company does not plan to make any capital expenditures for new mineral claims or equipment during the next twelve months.

In addition to the restrictions placed on us by our various financing agreements, the recent weakening of economic conditions in the U.S. and around the world could have harmful effects on our ability to raise money to fund our planned operations. If this happens, we would likely go out of business and our investors will lose their entire investment in our company.

We believe that recent decreases in value of the common shares of many companies worldwide will make selling shares of our common stock increasingly difficult. If we are not able to sell enough of our shares to meet our financial needs, we will have to consider borrowing the money we need. A tightening of credit conditions has also been experienced in the economy recently. Because of the recent credit crisis, it is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and in the best interests of our company. If we are unable to obtain the amount of money that we need to fund our operations, then we will likely go out of business and investors will lose their entire investment in our company.

We do not expect that the difficult economic conditions are likely to improve significantly in the near future. Further deterioration of the economy, and even consumer fear that the economy will deteriorate further could intensify the adverse effects of these difficult market conditions.

Material Changes in Results of Operations from April 30, 2009 to April 30, 2008

We had a net loss of $(748,168) for the three months ended April 30, 2009 compared to a net loss of $(1,006,860) for the three months ended April 30, 2008. The change in net loss was largely due to the following three factors:

The condensed consolidated financial statements of Liberty Star Uranium & Metals Corp. have been prepared in conformity with accounting principles generally accepted in the United States of America. Our significant accounting policies are described in Note 3 to the condensed consolidated financial statements included in Item 1 in this Form 10-Q. The critical accounting policies adopted by our company are as follows:

Since we have not generated any revenue, we have negative cash flows from operations, and negative working capital we have included a reference to our ability to continue as a going concern in connection with our consolidated financial statements for the period ended January 31, 2009. Our total stockholders’ deficit at April 30, 2009 was $(2,120,822).

These condensed consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, these condensed consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

The Company accounts for costs incurred to acquire, maintain and explore mineral properties as charged to expense in the period incurred until the time that a proven mineral resource is established at which point development of the mineral property would be capitalized. Currently, the company does not have any proven mineral resources on any of its mineral properties.

The Company accounts for convertible promissory notes in accordance with Statement of Financial Accounting Standards No. 150 (“SFAS 150”). The Company reviewed the convertible promissory notes and the related subscription agreement to determine the appropriate reporting within the financial statements. The notes are reported as liabilities stated at fair value. The Company determined that reporting the notes as equity would not be appropriate as the conversion of the notes into common stock was not guaranteed. No gain or loss is reported when the notes are converted into shares of the Company’s common stock in accordance with the note’s original terms.

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at April 30, 2009, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by our principal executive officer and principal financial officer, Mr. James Briscoe. Based on this evaluation, Mr. Briscoe has concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,

including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the quarter ended April 30, 2009 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder are an adverse party or has a material interest adverse to us.

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Because of the speculative nature of the exploration of natural resource properties, there is substantial risk that this business will fail.

There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a speculative venture involving substantial risk. Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to insure. There is substantial risk that our business will fail.

If we cannot compete successfully for financing and for qualified managerial and technical employees, our exploration program may suffer.

Our competition in the mining industry includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional financing on terms we consider acceptable because investors may choose to invest in our competitors instead of investing in us. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. Our success will be largely dependent on our ability to hire and retain highly qualified personnel. These individuals are in high demand and we may not be able to attract the personnel we need. We may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. If we are unable to successfully compete for financing or for qualified employees, our exploration program may be slowed down or suspended.

Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Exploration and exploitation activities are subject to federal, state, and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and

exploitation activities are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental and other legal standards imposed by federal, state, or local authorities may be changed and any such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect our ability to carry on our business.

There are no known reserves of minerals on our mineral claims and we cannot guarantee that we will find any commercial quantities of minerals.

We have not found any mineral reserves on our claims and there can be no assurance that any of our mineral claims contain commercial quantities of any minerals. Even if we identify commercial quantities of minerals in any of our claims, there can be no assurance that we will be able to exploit the reserves or, if we are able to exploit them, that we will do so on a profitable basis.

Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability our properties do not contain any reserves. As such, any funds spent on exploration will probably be lost which would most likely result in a loss of your investment.

The recent weakening of economic conditions in the U.S. and around the world could have harmful effects on our ability to sell shares of our common stock. These harmful effects have caused us to cease our exploration program and they may not start up again, as a result we could go out of business and our shareholders will likely lose their entire investment in our company.

The recent weakening of economic conditions in the U.S. and around the world as well as the decrease in uranium and other mineral processing could have harmful effects on our business. Competition for limited funds from investors will likely become more intense. If investors choose not to invest in our company, we will not be able to fund our exploration program.

We will require additional funds to maintain our current mineral properties. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. However, many investors have recently seen large decreases in the value of various investments due to declining share prices across many economic sectors. Because of this and other market factors, if we choose to raise funds through the sale of our equity securities, potential investors may be less likely to buy our equity securities or we may need to sell our equity securities at low prices, resulting in fewer proceeds. This would make it difficult for us to raise adequate amounts to fund our exploration program through the sale of our equity securities.

If we are unable to restart our exploration programs through funding received from the sale of our equity securities, then we may choose to borrow the money we need. A tightening of credit conditions has also been experienced in the economy recently. Because of the recent credit crisis, it is possible that we would not be able to borrow adequate amounts to restart our exploration program on terms and at rates of interest we find acceptable and in the best interests of our company.

If we cannot restart our exploration programs from the sale of our equity securities or through incurring debt on acceptable terms, then we will likely go out of business and our shareholders will likely lose their entire investment in our company.

We have a limited operating history and as a result there is no assurance we can operate on a profitable basis.

We have a limited operating history and must be considered in the exploration stage. Our company's operations will be subject to all the risks inherent in the establishment of an exploration stage enterprise and the uncertainties arising from the absence of a significant operating history. Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises, especially those with a limited operating history. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with

the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations of rock or land and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration or cease operations. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. No assurance can be given that we will ever operate on a profitable basis.

If we do not obtain additional financing, our business will fail and our investors could lose their investment.

We had cash in the amount of $17,155 and negative working capital of $(2,834,337) as of April 30, 2009. We currently do not generate revenues from our operations. Our business plan calls for substantial investment and cost in connection with the acquisition and exploration of our mineral properties currently under lease and option. Any direct acquisition of any of the claims under lease or option is subject to our ability to obtain the financing necessary for us to fund and carry out exploration programs on the subject properties. The requirements are substantial. We do not currently have any arrangements for financing in addition to the May 2007 Convertible Notes, August 2008 Convertible Notes, and May 2009 Convertible Notes, further described in Note 6 and Note 14 to the condensed consolidated financial statements included in Item 1 of this form, and we can provide no assurance to investors that we will be able to find such financing when required. The Convertible Promissory Notes entered into in May 2007 contain restrictions on raising new capital from the sale of registered stock to other investors. We are also limited to raising up to $7,000,000 in private placement funds during the 2 year term of the May 2007 Convertible Notes, during the Exclusion Period as defined in the notes, and during the pendency of any Event of Default as defined in the notes. The August 2008 Convertible Notes and May 2009 Convertible Notes contain restrictions that require that the August 2008, May 2007, and May 2009 convertible notes be repaid in full from the first $3,000,000 of financings completed by the Company. These restrictions may make it difficult for us to raise the cash required to proceed with our planned exploration activities. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. In addition to the restrictions placed on us by our various financing agreements, obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, contractual restrictions on our ability to enter into further financing arrangements, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us and our business could fail.

Because there is no assurance that we will generate revenues, we face a high risk of business failure.

We have not earned any revenues as of the date of this filing and have never been profitable. We do not have an interest in any revenue generating properties. We were incorporated on August 20, 2001 and took over our current business on February 5, 2004. To date we have been involved primarily in organizational and exploration activities. We will incur substantial operating and exploration expenditures without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to April 30, 2009 is $(37,042,708). We recognize that if we are unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. Based upon current plans, we also expect to incur significant operating losses in the future. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail and our investors could lose their investment.

Our independent registered public accounting firm’s report states that there is a substantial doubt that we will be able to continue as a going concern.

Our independent registered public accounting firm, Semple, Marchal & Cooper, LLP, state in their audit report attached to our audited financial statements for the fiscal year ended January 31, 2009 that since we are an exploration stage company, have no established source of revenue are dependent on our ability to raise capital from shareholders or other sources to sustain operations and are in default on our May 2007 and August 2008 Convertible Notes, there is a substantial doubt that we will be able to continue as a going concern.

Inability of our Secretary to devote sufficient time to the operation of the business may limit our Company's success.

Presently our Secretary, Mr. Gary Musil allocates only a portion of his time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the Secretary may not be able to devote

sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited growth and success of the business.

Because we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. Our constating documents authorize the issuance of up to 200,000,000 shares of common stock with a par value of $0.001. At our shareholder meeting held on May 27, 2009 the shareholders voted to increase the number of authorized shares to 10,000,000,000 shares of common stock with a par value of $0.001. The Company filed a certificate of amendment on June 4, 2009 to increase the number of authorized shares to 5,000,000,000 shares of common stock with a par value of $0.001. As of April 30, 2009, there were 193,946,706 of our common shares issued and outstanding. We anticipate that all or at least some of our future funding will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

Dilution will likely occur because of the May 2007 Convertible Notes, August 2008 Convertible Notes, and May 2009 Convertible Notes and related common share purchase warrants that we issued on May 11, 2007. First, the entire amount of money owed under the May 2007 and August 2008 Convertible Notes plus 12% interest per year, may be converted into shares of our common stock at a price that is the lesser of $0.05 per share or 80% of the average closing bid price for the five trading dates prior to the repayment date. The May 2009 Convertible Notes plus 12% interest per year, may be converted into shares of our common stock at a price that is the lesser of $0.005 per share or 80% of the average closing bid price for the five trading dates prior to the repayment date. The May 2007 Convertible Notes mature on May 11, 2009. The August 2008 Convertible Notes mature on August 27, 2009. The May 2009 Convertible Notes mature on May 21, 2010. In November 2008 we were in default on the May 2007 and August 2008 Convertible Notes as we did not have enough shares remaining in our authorized capital to be able to fulfill the conversion requests received and as such the interest rate was increased to 15%. Our convertible note holders could call the note and request security to be sold for repayment. Second, the 6,769,228 common share purchase warrants that we issued to the holders of the May 2007 Convertible Notes on May 11, 2007 may be exercised at $0.05 per share until they expire on May 11, 2012. Third, the 338,461 common share purchase warrants that we issued to the broker of the May 2007 Convertible Notes as a broker fee on May 11, 2007 may be exercised at $0.05 per share until they expire on May 11, 2012. Because additional common shares will be issued as a result of some of or all of these factors, there likely will be significant dilution of investment in our company. This would cause a reduction in the proportionate ownership and voting power of all other shareholders and may result in a change in our control.

The sale of our stock under the May 2007, August 2008, and May 2009 Convertible Notes and the common share purchase warrants could encourage short sales by third parties, which could contribute to the future decline of our stock price.

In many circumstances, the provision of financing based on the distribution of equity for companies that are traded on the Over-the-Counter Bulletin Board has the potential to cause a significant downward pressure on the price of common stock. This is especially the case if the shares being placed into the market exceed the market’s ability to take up the increased stock or if we have not performed in such a manner to show that the equity funds raised will be used to grow our business. Such an event could place further downward pressure on the price of our common stock. Regardless of our activities, the opportunity exists for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of our common stock, the price decline that would result from this activity will cause the share price to decline more, which may cause other shareholders of the stock to sell their shares, thereby contributing to sales of common stock in the market. If there are many more shares of our common stock on the market for sale than the market will absorb, the price of our common shares will likely decline.

Trading in our common stock on the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common stock is currently listed for public trading on the OTC Bulletin Board. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-

action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Our By-laws do not contain anti-takeover provisions which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors. This could result in a disruption to the activities of our company, which could have a material adverse effect on our operations.

We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock’s price, which may never happen.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange or on the Nasdaq system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

On May 11, 2007, the Company issued senior unsecured convertible two year promissory notes (“May 2007 Convertible Notes”) for gross proceeds of $4,400,000 in a private placement of its securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933. The net proceeds received after placement agent fee, due diligence fee and legal fees was $4,010,238. Under the original terms of the note, the May 2007 Convertible Notes bore interest at 8%. Repayment of the May 2007 Convertible Notes began in February 2008 and will consist of sixteen monthly principal payments of $259,375 plus accrued unpaid interest.

The holders of the May 2007 Convertible Notes were issued 6,769,228 detachable common stock purchase warrants with an exercise price of $0.05 and a life of 5 years. The exercise price may be adjusted if the Company issues other shares, warrants or stock options before the expiration of the warrants at a price less than $0.45 per share. The Company issued 338,461 common stock purchase warrants as a broker fee for the May 2007 Convertible Notes. The warrants issued as a broker fee have the same terms as the detachable common stock purchase warrants issued to the holders of the May 2007 Convertible Notes.

During the year ended January 31, 2009 the Company issued 150,585,301 shares of common stock and $407,349 of cash for the monthly payments and principal conversions on the May 2007 Convertible Notes.

During the three months ended April 30, 2009 the Company made no payments of cash or common stock on the May 2007 Convertible Notes.

The Company issued 2,459,592 shares of common stock on June 3, 2009 for the conversion of deferred amounts of $12,052 on the May 2007 Convertible Notes.

Under the original note terms holders of the May 2007 Convertible Promissory Notes could have elected to convert all or a portion of their note balance before the scheduled repayment dates at a fixed rate of $0.65 per share. The Company may have elected to make repayments of the May 2007 Convertible Notes in cash or by the issuance of common stock of the Company. The conversion price for the monthly payments was the lesser of the fixed conversion price of $0.65 per share or 85% of the volume weighted average price for 10 trading days prior to the repayment date, but not less than $0.45 per share. Stock payment could not be made if the amount of shares to be issued would have exceed 33% of the aggregate daily trading volume for 7 trading days preceding the repayment date, unless waived by the holders of the May 2007 Convertible Notes. Stock payment could not be made if the holders of the May 2007 Convertible Notes owned more than 4.99% of the then outstanding common stock of the Company. In the event that a delay in delivery of exercised shares occurred, as defined in the subscription agreement, the Company agreed to pay liquidated damages of $100 per business day for each $10,000 of purchase price of shares subject to the delivery default. In the event that the Company failed to deliver the exercised shares within 7 business dates of the Delivery Date and the selling security holder purchases shares of common stock of the Company in an open market, then the Company owed in cash to the selling security holder the amount by which the selling security holders’ total purchase price including brokers commissions exceeded the aggregate purchase price of the shares issuable together with interest at 15% per annum.

The Company entered into the first modification agreement with the holders of the May 2007 Convertible Notes in February 2008 and then a second modification agreement in May 2008. The modification agreements were effective from February 2008 through July 2008. The modification agreements reduced the conversion prices in order to induce the note holders to convert the note into common stock. During the nine months ended October 31, 2008 the Company recorded debt conversion expense of $87,695 related to the modification agreements.

On August 27, 2008 the Company entered into the third modification agreement with the holders of the May 2007 Convertible Notes. The modification agreement increased the interest rate on the May 2007 Convertible Notes to 12%. The modification agreement also reduced the fixed conversion price to $0.05 and reduced the exercise price on the detachable common stock purchase warrants issued in connection with the May 2007 Convertible Notes to $0.05 per share. The Company was granted an exemption from making any of the monthly payments in connection with the May Notes in cash until February 2009. The Company was unable to make the monthly payments beginning in February 2009 and is still in default on the note. The Company may elect to make repayments of the May Notes in cash at 110% of the principal amount due and 100% of the other amounts then due or by the issuance of common stock of the Company. The conversion price is the lesser of the fixed conversion price of $0.05 per share or 80% of the average of the closing bid prices of the common stock for the five trading days prior to the conversion date.

Stock payment cannot be made if the holders of the August 2008 Convertible Notes own more than 4.99% of the then outstanding common stock of the Company. Stock payment cannot be made if the stock is not timely issued, an event of default has occurred, an exemption from registration of the resale of shares of Common Stock to be issued in payment of the Monthly Amount is not available to the Holder, or if the amount of Common Stock that would be issued in satisfaction of the Monthly Amount exceeds for the Holder and Other Holders, in the aggregate, more than 33% of the aggregate daily trading volume of the Common Stock for the seven trading days preceding such Repayment Date, as reported by Bloomberg L.P. for the Principal Market. The Company may use the proceeds for lease payments, offering expenses and other designated purposes.

During the three months ended April 30, 2009 and the year ended January 31, 2009 the Company made no payments of cash or common stock on the August 2008 Convertible Notes.

Pursuant to the terms of the Subscription Agreement, James Briscoe, the CEO of the Company agreed not to sell or otherwise dispose of his shares of common stock of the Company owned by him or which he has the right to acquire for a period of two years from the date of the Subscription Agreement, unless sold in the open market for over $0.90.

All proceeds received have been and will be used for exploration of our mineral properties and working capital.

The Company held an annual shareholders meeting on May 27, 2009 in Tucson, Arizona. The following matters were voted upon at the meeting:

Shareholders ratified the appointment of Semple, Marchal & Cooper, LLP as our independent auditors by a vote of 149,291,914 in favor with 2,180,806 against.

Shareholders approved the increase in authorized capital of the Company from 200,000,000 to 10,000,000,000 shares of common stock with $0.001 par value by a vote of 117,514,706 in favor, 28,863,172 against, and 5,094,839 votes withheld.

Shareholders voted on a motion to approve the 2007 Stock Option Plan by a vote of 51,742,358 in favor, 15,314,114 against, and 2,892,375 votes withheld.

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation⁽¹⁾
3.2	Bylaws⁽²⁾
3.3	Certificate of Change to Authorized Capital⁽³⁾
3.4	Articles of Merger⁽³⁾
10.10	Registration Rights Agreement dated as of March 8, 2006, by and between Liberty Star and Cornell Capital Partners LP⁽⁴⁾
10.11	Standby Equity Distribution Agreement dated as of March 8, 2006, by and between Liberty Star and Cornell Capital Partners, LP⁽⁴⁾
10.12	Placement Agent Agreement dated as of March 8, 2006, by and between Liberty Star and Newbridge Securities Corporation⁽⁴⁾
10.13	Joint Venture Agreement dated October 6, 2006, by and between Liberty Star and Xstate Resources Limited ⁽⁵⁾
10.14	Subcontracting Agreement dated October 24, 2006, by and between Liberty Star and Xstate Resources Limited ⁽⁶⁾
10.15	Form of Securities Purchase Agreement for May 11, 2007 Senior May 2007 Convertible Notes ⁽⁷⁾
10.16	Form of Convertible Promissory Note for May 11, 2007 Senior May 2007 Convertible Notes ⁽⁷⁾
10.17	Form of Common Stock Purchase Warrant for May 11, 2007 Senior May 2007 Convertible Notes ⁽⁷⁾
10.18	List of Subscribers for May 11, 2007 Senior May 2007 Convertible Notes ⁽⁷⁾
10.19	Form of First Modification and Amendment Agreement to the Senior May 2007 Convertible Notes on February 11, 2008 ⁽⁸⁾
10.20	Form of Second Modification and Amendment Agreement to the Senior May 2007 Convertible Notes on May 11, 2008 ⁽⁹⁾
10.21	Form of Third Modification and Amendment Agreement to the Senior May 2007 Convertible Notes ⁽¹⁰⁾
10.22	Form of Subscription Agreement for August 28, 2008 Secured Convertible Promissory Notes ⁽¹¹⁾
10.23	Form of Secured Convertible Promissory Notes dated August 28, 2008 ⁽¹¹⁾
10.24	Form of Security Agreement for August 28, 2008 Secured Convertible Promissory Notes ⁽¹¹⁾
10.25	Form of Third Modification and Amendment Agreement to the Senior May 2007 Convertible Notes ⁽¹¹⁾
10.26	Form of Subscription Agreement for May 21, 2009 Secured Convertible Promissory Notes ⁽¹²⁾
10.27	Form of Secured Convertible Promissory Notes dated May 21, 2009 ⁽¹²⁾
10.28	Form of Guarantee dated May 21, 2009 of Big Chunk Corp for May 21, 2009 Secured Convertible Promissory Notes ⁽¹²⁾
10.29	Form of Lock Up Agreement for May 21, 2009 Secured Convertible Promissory Notes ⁽¹²⁾
10.30	Form of Escrow Agreement for May 21, 2009 Secured Convertible Promissory Notes ⁽¹²⁾
14.1	Code of Ethics⁽³⁾
21.1	Subsidiaries: Big Chunk Corp.
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of James Briscoe

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ James Briscoe
James Briscoe, President,
Chairman,
Chief Executive Officer,
Chief Financial Officer, and
Director
(Principal Executive Officer) and (Principal Financial Officer)

Nevada	90-0175540
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ X ]

	PART I	Page

Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

	PART II

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Submission of Matters to a Vote of Security Holders	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures	33

ASSETS

		April 30, 2009			January 31, 2009
		(Unaudited)			(Audited)
Current:
Cash and cash equivalents	$	17,155		$	63,250
Prepaid expenses and supplies		177,640			192,887
Due from related parties		-			1,888
Total current assets		194,795			258,025

Property and equipment, net		722,345			826,523
Certificates of deposit		3,000			3,000
Deferred financing charges, net		22,905			87,276
Investment in Elle Venture		-			-
Other assets		50,000			50,000

Total assets	$	993,045		$	1,224,824

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current:
Current portion of long-term debt	$	69,826		$	77,064
Convertible promissory notes, net of discounts		2,679,866			2,280,431
Accounts payable and accrued liabilities		82,622			44,219
Accrued wages to related party		55,000			42,500
Accrued interest		141,818			72,466
Total current liabilities		3,029,132			2,516,680

Long-term debt, net of current portion		84,735			80,798

Total liabilities		3,113,867			2,597,478

Stockholders’ equity (deficit)
Common stock - $.001 par value; 200,000,000 shares authorized;
193,946,706 and 193,946,706 shares issued and outstanding		193,947			193,947
Additional paid-in capital		23,527,939			23,527,939
Deficit accumulated during the exploration stage		( 25,842,708	)		( 25,094,540	)
Total stockholders’ equity (deficit)		( 2,120,822	)		( 1,372,654	)

Total liabilities and stockholders’ equity (deficit)	$	993,045		$	1,224,824

								Cumulative from
								date of inception
		For the three			For the three			(August 20, 2001)
		months ended			months ended			to
		April 30, 2009			April 30, 2008			April 30, 2009
Revenues	$	-		$	-		$	-

Expenses:
Geological and geophysical costs		392			127,201			10,852,038
Salaries and benefits		50,114			135,601			2,056,859
Accounting and auditing		36,951			52,924			877,814
Public relations		-			35,613			673,224
Depreciation		59,470			72,097			588,258
Legal		3,878			17,142			595,735
Professional services		-			-			143,992
General and administrative		48,387			49,223			1,486,319
Travel		-			-			137,596
Impairment loss		-			-			15,907,500
Net operating expenses		199,192			489,801			33,319,335

Loss from operations		( 199,192	)		( 489,801	)		( 33,319,335	)

Other income (expense):
Interest income		15			5,602			196,953
Interest expense		( 543,268	)		( 513,661	)		( 4,319,159	)
Debt conversion expense		-			( 9,000	)		( 103,437	)
Loss on sale of assets		( 5,723	)		-			( 30,991	)
Other income		-			-			225,390
Income from Elle Venture		-			-			300,000
Foreign exchange gain		-			-			505
Gain on settlement of debt to related party		-			-			7,366
Total other income (expense)		( 548,976	)		( 517,059	)		( 3,723,373	)

Loss before income taxes		( 748,168	)		( 1,006,860	)		( 37,042,708	)

Income tax expense		-			-			-

Net loss	$	( 748,168	)	$	( 1,006,860	)	$	( 37,042,708	)

Basic and diluted net loss per share of common
stock	$	( 0.00	)	$	( 0.02	)	$	( 0.83	)

Basic and diluted weighted average number of
shares of common stock outstanding		193,946,706			44,590,840			44,675,534

										Deficit			Total
										accumulated during			stockholders’
	Common stock						Additional paid-in			the exploration			equity
	Shares			Amount			capital			stage			(deficit)
Balance, August 20, 2001 (Date of inception)	-		$	-		$	-		$	-		$	-
Common stock issued for cash	20,000,000			20,000			80,000			-			100,000
Net loss for the period from inception, August 20, 2001, to
January 31, 2004	-			-			-			( 132,602	)		( 132,602	)
Balance, January 31, 2004	20,000,000			20,000			80,000			( 132,602	)		( 32,602	)
Acquisition, February 3, 2004	17,500,000			17,500			15,907,500			-			15,925,000
Issuance of common stock private placement	1,000,000			1,000			999,000			-			1,000,000
Issuance of common stock and warrants private placement	1,600,000			1,600			1,998,400			-			2,000,000
Options issued for services	-			-			94,350			-			94,350
Return of shares	( 7,000,000	)		( 7,000	)		( 11,193,000	)		11,200,000			-
Net loss for the year ended January 31, 2005	-			-			-			( 18,392,024	)		( 18,392,024	)
Balance, January 31, 2005	33,100,000			33,100			7,886,250			( 7,324,626	)		594,724
Issuance of common stock and warrants private placement	3,886,717			3,887			5,048,845			-			5,052,732
Issuance of common stock and warrants private placement	1,970			2			( 2	)		-			-
Net loss for the year ended January 31, 2006	-			-			-			( 4,627,965	)		( 4,627,965	)
Balance, January 31, 2006	36,988,687			36,989			12,935,093			( 11,952,591	)		1,019,491
Issuance of common stock private placement	256,637			256			289,744			-			290,000
Issuance of common stock private placement	8,850			9			9,991			-			10,000
Issuance of common stock	3,696,895			3,697			2,242,298						2,245,995
Issuance of common stock for services	150,000			150			92,850						93,000
Expenses of common stock issuance	-			-			( 320,000	)		-			( 320,000	)
Options granted to consultants	-			-			610,560			-			610,560
Options granted to employees	-			-			221,783			-			221,783
Net loss for the year ended January 31 2007	-			-			-			( 3,267,948	)		( 3,267,948	)
Balance, January 31, 2007	41,101,069			41,101			16,082,319			( 15,220,539	)		902,881
Issuance of common stock	1,718,799			1,719			1,072,698			-			1,074,417
Issuance of common stock for services	112,000			112			54,428			-			54,540
Issuance of common stock for conversion of promissory note	399,537			399			259,300			-			259,699
Options granted to employees and consultants	-			-			358,646			-			358,646
Issuance of common stock purchase warrants	-			-			1,421,538			-			1,421,538
Beneficial conversion feature of convertible promissory notes	-			-			1,842,734			-			1,842,734
Net loss for the year ended January 31, 2008	-			-			-			( 5,697,935	)		( 5,697,935	)
Balance, January 31, 2008	43,331,405			43,331			21,091,663			( 20,918,474	)		216,520
Issuance of common stock for conversion or payment of
promissory note	150,585,301			150,586			1,688,925			-			1,839,511
Issuance of common stock for inducement to convert
promissory note	30,000			30			8,970			-			9,000
Reduction of conversion price for inducement to convert
promissory note	-			-			94,437			-			94,437
Stock based compensation	-			-			576,244			-			576,244
Common stock purchase warrants exercise price reduction	-			-			67,700			-			67,700
Net loss for the year ended January 31, 2009	-			-			-			( 4,176,066	)		( 4,176,066	)
Balance, January 31, 2009	193,946,706			193,947			23,527,939			( 25,094,540	)		(1,372,654	)
Net loss for the three months ended April 30, 2009	-			-			-			(748,168	)		(748,168	)
Balance, April 30, 2009	193,946,706		$	193,947		$	23,527,939		$	( 25,842,708	)	$	(2,120,822	)

		April 30, 2009			January 31, 2009
Geology equipment	$	418,802		$	418,802
Drilling equipment		538,400			538,400
Vehicles and transportation equipment		180,341			254,859
Office furniture and equipment		68,425			68,425
		1,205,968			1,280,486
Less accumulated depreciation and amortization		(483,623	)		(453,963	)

	$	722,345		$	826,523

Principal amount in default, due on demand		1,926,497
Plus deferred amounts due on demand		831,226
Less discounts for warrants and beneficial conversion feature		( 77,857	)

Convertible promissory notes	$	2,679,866

For the twelve months ended April 30,
2010	$	69,826
2011		62,343
2012		12,368
2013		7,368
2014		2,656

		154,561
Less current maturities		(69,826	)

	$	84,735

	Number of whole share		Weighted average
	purchase warrants		exercise price per share
Outstanding, January 31, 2008	9,051,047	$	0.91
Issued	-		-

Outstanding, January 31, 2009	9,051,047	$	0.42
Issued	-		-

Outstanding, April 30, 2009	9,051,047	$	0.42
Exercisable, April 30, 2009	9,051,047	$	0.42

	2)	A reduction of geological and geophysical costs of approximately $127,000. Due to cash flow constraints the Company did not perform any exploration activities during the three months ended April 30, 2009 and had laid off the entire geology staff. The geological and geophysical expenses incurred were for storage of equipment and assay samples. During the quarter ended April 30, 2008 the Company had approximately 10 staff members in the geology department and were performing exploratory drilling on the Elle Venture claims owned 50% by the Company.

	3)	Public relations costs are down approximately $36,000 compared to last year because the Company did not renew the public relations contract that was in place during last year.

Director	Votes in Favor	Votes Withheld
James A. Briscoe	147,159,178	4,313,546
Gary Musil	147,721,993	3,750,731
Dr. John Guilbert	147,723,959	3,748,765

Exhibit Number	Description of Exhibit
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of James Briscoe

(1)	Filed as an exhibit to our Registration Statement on Form SB-2, filed with the SEC on May 14, 2002.
(2)	Files as an exhibit to our Quarterly Report on Form 10-QSB, filed with the SEC on December 14, 2007.
(3)	Filed as an exhibit to our Annual Report on Form 10-KSB, filed with the SEC on March 31, 2004.
(4)	Filed as an exhibit to our Registration Statement on Form SB-2, filed with the SEC on March 23, 2006.
(5)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on October 16, 2006.
(6)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on October 27, 2006.
(7)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 15, 2007.
(8)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on April 22, 2008.
(9)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 23, 2008.
(10)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on July 31, 2008.
(11)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on September 3, 2008.
(12)	Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 26, 2009.
*	Filed herewith.