UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F



[]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ]

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

For the fiscal year ended January 31, 2009

OR

[     ]

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

For the transition period from ____________ to __________

OR

[     ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report



Pacific Booker Minerals Inc.

(Exact name of Registrant as specified in its charter)



British Columbia

(Jurisdiction of incorporation or organization)



#1702-1166 Alberni Street, Vancouver, B.C. V6E 3Z3, Canada

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:

Common Shares, without par value

(Title of Class)



Securities to be registered pursuant to Section 12(g) of the Act:

None



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the Companys classes of capital or common stock as of the close of the period covered by the annual report.                                           11,400,289



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ___     No   X



If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [  ] No [X]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes _X_  No ___



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



Large accelerated filer __  Accelerated filer  __  Non-accelerated filer X



Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



U.S. GAAP [  ]

International Financial Reporting Standards as issued

Other [ X]

by the International Accounting Standards Board [  ]



Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 _X_  Item 18 ___



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___   No  _X_ N/A __



Page 2 of 101

Index to Exhibits on Page 72













2









Pacific Booker Minerals Inc.

Form 20-F Annual Report

Table of Contents



|          | PART I                                                                       | Page
|--------- | ---------------------------------------------------------------------------- | ----
|          |                                                                              |     
|Item 1.   | Identity of Directors, Senior Management and Advisors                        | 8   
|Item 2.   | Offer Statistics and Expected Timetable                                      | 8   
|Item 3.   | Key Information                                                              | 8   
|Item 4.   | Information on the Company                                                   | 15  
|Item 5.   | Operating and Financial Review and Prospects                                 | 35  
|Item 6.   | Directors, Senior Management and Employees                                   | 42  
|Item 7.   | Major Shareholders and Related Party Transactions                            | 48  
|Item 8.   | Financial Information                                                        | 49  
|Item 9.   | The Offer and Listing                                                        | 49  
|Item 10.  | Additional Information                                                       | 55  
|Item 11.  | Quantitative and Qualitative Disclosures about Market Risk                   | 69  
|Item 12.  | Description of Other Securities Other Than Equity Securities                 | 69  
|          |                                                                              |     
|          | PART II                                                                      |     
|          |                                                                              |     
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                              | 69  
|Item 14.  | Material Modifications to the Rights of Security Holders and Use of Proceeds | 69  
|Item 15.  | Controls and Procedures                                                      | 70  
|Item 16.  | Reserved                                                                     | 71  
|Item 16A. | Audit Committee Financial Expert                                             | 71  
|Item 16B. | Code of Ethics                                                               | 71  
|Item 16C. | Principal Accountant Fees and Services                                       | 71  
|Item 16D. | Exemptions from Listing Standards for Audit Committees                       | 71  
|Item 16E. | Purchase of Equity Securities by the Issuer and Affiliated Purchasers        | 71  
|          |                                                                              |     
|          | PART III                                                                     |     
|          |                                                                              |     
|Item 17.  | Financial Statements                                                         | 72  
|Item 18.  | Financial Statements                                                         | 72  
|Item 19.  | Exhibits                                                                     | 72  











3









METRIC EQUIVALENTS



For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:



|To Convert from Metric | To Imperial        | Multiply by
|---------------------- | ------------------ | -----------
|                       |                    |            
|Hectares               | Acres              | 2.471      
|Meters                 | Feet (ft.)         | 3.281      
|Kilometers (km)        | Miles              | 0.621      
|Tonnes                 | Tons (2000 pounds) | 1.102      
|Grams/tonne            | Ounces (troy/ton)  | 0.029      





Glossary of Terms



Alteration any change in the mineral composition of a rock brought about by physical or chemical means.



Andesite - A dark-colored, fine-grained extrusive rock that, when porphyritic, contains phenocrysts composed primarily of zoned sodic plagioclase and one or more of the mafic minerals.



Argillite - A compact rock, derived either from mudstone or shale.



Assaying- laboratory examination that determines the content or proportion of a specific metal (ie:silver) contained within a sample.  Technique usually involves firing/smelting.



Biotite - a common rock-forming mineral in crystalline rocks, either as an original crystal in igneous rocks or as a metamorphic product in gneisses and schists.



Bornite  A copper ore found in hypogene and contact metamorphic deposits and mafic rocks.



Breccia - A rock in which angular fragments are surrounded by a mass of fine-grained minerals.



Bulk Sample  A collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.



Chalcopyrite - A sulphide mineral of copper and iron.



Clastic - Fragments of minerals and rocks that have been moved individually from their places of origin.



Copper Oxide & Copper Sulphide -There are two major divisions of copper classes found in copper porphyry deposits - oxides and sulphides. Copper oxide, often referred to as "supergene", are the more highly concentrated material generally found at the top of a deposit. Copper sulphide, often referred to as "hypogene", is the copper mineralization generally found at the bottom of a deposit.



Core Samples- the cylindrical form of rock called core that is extracted from a diamond drill hole.  Mineralized sections are separated and these samples are sent to a laboratory for analysis.



Diamond Drilling  a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.



Diorite - An intrusive igneous rock.



Disseminated  where minerals occur as scattered particles in the rock.



Dyke - A tabular igneous intrusion that cuts across the bedding or foliation of the country rock.









4









Epithermal  low temperature hydrothermal process or product.



Exploration work involved in searching for ore, usually by drilling or driving a drift.



Fault  a fracture or break in rock along which there has been movement.



Feasibility Study  is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation. A definitive financial analysis of the mineral project taking into consideration all relevant factors, which will establish the presence of a Mineral Reserve and the details of its economic viability.



Felsic an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.



Fire Assay - The assaying of metallic minerals by use of a miniature smelting procedure with various agents.



Galena - A lead and silver ore that occurs in hydrothermal veins and as replacement deposits in sedimentary rocks.



Geochemistry - The study of the chemical properties of rocks.



Geophysical Survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.



Graben  A depressed crustal unit or block that is bounded by faults on its long sides.



Grade  The metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.



Greywacke - a dark gray, firmly indurated, coarse-grained sandstone that consists of poorly sorted, angular to subangular grains of quartz and feldspar, with a variety of dark rock and mineral fragments embedded



Hornblende -A felsic plutonic rock.



Horst - An uplifted crustal unit or block that is bounded by faults on its long sides.



Igneous a primary type of rock formed by the cooling of molten material.



Induced Polarization (I.P.) - A type of geophysical survey where electrical current is passed through rock and the polarization is measured to estimate the content of metallic sulphide minerals.



Indurated - rock or soil hardened or consolidated by pressure, cementation, or heat.



Intrusion; Intrusive molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.









5









Lapilli - Pyroclastics that may be essential, accessory, or accidental in origin, of a size range that has been variously defined within the limits of 2 mm and 64 mm.



LT - long tons.



Mafic - Igneous rocks composed mostly of dark, iron-and magnesium-rich minerals.



Magnetite -An iron ore that occurs in banded iron formations and as an accessory mineral in many igneous rocks.



Marcasite - An iron pyrite that is bronze-yellow to white and is a supergene mineral from acid solutions.



Metallurgy the study of the extractive processes which produce minerals from their host rocks.



Metallurgical Tests- are scientific examinations of rock/material to determine the optimum extraction of metal contained.  Core samples from diamond drill holes are used as representative samples of the mineralization for this test work.



Mineral a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.



Mineralization a natural concentration in rocks or soil of one or more metalliferous minerals.



MLT - thousands of long tons.



Net Smelter Return Royalty/ NSR Royalty A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.



Outcrop -An exposure of rock or mineral deposit that can be seen on surface.



Phenocryst - A term for large crystals or mineral grains floating in the matrix or groundmass of a porphyry.



Plagioclase -Any of a group of feldspars containing a mixture of sodium and calcium feldspars.



Plug - A vertical, pipelike body of magma that represents the conduit to a former volcanic vent.



Pluton - A body of igneous rock that formed beneath the surface by crystallization of magma.



Porphyritic - the texture of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy or both.



Porphyry - Any igneous rock in which relatively large crystals, are set in a fine-grained groundmass.



Prefeasability Study  is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing had been determined.  This Study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors, which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.



Pyrite- an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.



Pyroclastic- Produced by explosive or aerial ejection of ash, fragments, and glassy material from a volcanic vent. Applied to the rocks and rock layers as well as to the textures so formed.



Pyrrhotite - A bronze-colored, often magnetic iron sulphide mineral.









6









Quartz  crystalline silica; often forming veins in fractures and faults within older rocks.



Reclamation - Restoration of mined land to original contour, use, or condition.



Resource  a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible.  Locations, grade, quality or quantity are estimated from specific geologic evidence.



Reverse Circulation Drilling (RC) a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole percussion bit and returns to the surface outside the drill stem carrying the drill chip samples.



Scoping Study - A scoping study is the first level of study that is performed on a mineral deposit to determine its economic viability. This is usually performed to determine whether the expense of a full pre-feasibility study and later full feasibility study is warranted.



Sedimentary - Formed by the deposition of sediment or pertaining to the process of sedimentation.



Sediments -Solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.



Shale - A fine-grained sedimentary rock formed by the consolidation, particularly by compression, of clay, silt, or mud.



Showing - Surface occurrence of mineral.



Silicified -The process of introducing silica into a non-siliceous rock, either by filling pore spaces or as a replacement of calcite in limestone.



Siltstone  An indurated silt having the texture and composition of shale but lacking its fine lamination or fissility; a massive mudstone in which the silt predominates over clay.



Sphalerite  A zinc sulphide that occurs with galena in veins and irregular replacement in limestone.



Stockwork - A mineral deposit consisting of a three-dimensional network of planar to irregular veinlets close enough that the entire mass can be mined.



Stratigraphy  the sequence of bedded rocks in a particular area.



Talus - Rock fragments derived from and lying at the base of a cliff or slope, or the accumulated mass of such loose broken rock.



Tonne  A metric ton, or 2,204 pounds.



Trenching - the process of exploration by which till is removed from a trench cut from the earths surface.



Tuff -A general term for all consolidated pyroclastic rocks.



Vein a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.



Volcanics those originally molten rocks, generally fine grained, that have reached or nearly reached the Earths surface before solidifying.



Wacke -A dirty sandstone that consists of a mixed variety of angular and unsorted or poorly sorted mineral and rock fragments, and of an abundant matrix of clay and fine silt.



Waste  barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.









7











Part I



Item 1.  Identity of Directors, Senior Management and Advisors



Table No. 1

Company Directors and Officers





|Name                | Position                    | Business Address                                      
|------------------- | --------------------------- | ------------------------------------------------------
|William Deeks       | Chairman and Director       | 2773 Coyote Place, Millers Pond
Whistler, B.C. V0N 1B2
|                    |                             |                                                       
|Gregory R. Anderson | President, CEO and Director | 7608 East Cliff Rose Trail,
Gold Canyon, AZ  85218    
|                    |                             |                                                       
|Ruth Swan           | Chief Financial Officer     | #1702  1166 Alberni Street,
Vancouver, B.C. V6E 3Z3  
|                    |                             |                                                       
|John Joseph Plourde | Director                    | #1702  1166 Alberni Street
Vancouver, B.C. V6E 3Z3   
|                    |                             |                                                       
|Erik Tornquist      | Director                    | #1702  116 Alberni Street,
Vancouver, B.C. V6E 3Z3   
|                    |                             |                                                       
|Mark Gulbrandson    | Director                    | P.O. Box 240299
Apple Valley, MN  55124               
|                    |                             |                                                       
|Dennis Simmons      | Director                    | 8977 Hunters Way
Apple Valley, MN 55124               
|                    |                             |                                                       
|William Webster     | Director                    | 8 Relmar Road
Toronto, ON M5P 2Y5                     



The Companys auditor for the fiscal 2009 and 2008 ended January 31 was Cinnamon Jang Willoughby & Company, Chartered Accountants, Suite 900 - 4720 Kingsway, Burnaby, British Columbia, Canada, V5H 4N2. The Companys prior auditor for fiscal 2007 and prior years was Davidson & Company LLP, Chartered Accountants, 1200 - 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G6. There were no disagreements between the Company and Davidson & Company, LLP.



The Companys legal advisor is William Schmidt of Hemsworth, Schmidt, Barristers and Solicitors, Suite 430, 580 Hornby Street, Vancouver, British Columbia, Canada, V6C 3B6.



Item 2.  Offer Statistics and Expected Timetable



Not Applicable



Item 3.  Key Information



As used within this Annual Report, the terms Pacific Booker, the Company, Issuer and Registrant refer collectively to Pacific Booker Minerals Inc, its predecessors, subsidiaries and affiliates.







8







SELECTED FINANCIAL DATA



The selected financial data of the Company for Fiscal Year 2009 and 2008 ended January 31 were derived from the financial statements audited by Cinnamon Jang Willoughby & Company, Chartered Accounts, as indicated by its audit reports which are included elsewhere in this annual report. The Financial Statements for the Year Ended January 31, 2007 was derived from the financial statements of the Company which were audited by Davidson & Company LLP, Chartered Accountants. The financial statements for the years ended January 31, 2006 and 2005 were also audited by Davidson & Company LLP, Chartered Accountants, but are not included herein.



The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.



The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.



Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 18 to the financial statements.



Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)



|                            | Year     | Year     | Year     | Year     | Year    
|--------------------------- | -------- | -------- | -------- | -------- | --------
|                            | Ended    | Ended    | Ended    | Ended    | Ended   
|                            | 1/31/09  | 1/31/08  | 1/31/07  | 1/31/06  | 1/31/05 
|                            |          |          |          |          |         
|Revenue                     | $0       | $0       | $0       | $0       | $0      
|Net Income (Loss)           | ($2,230) | ($2,222) | ($1,365) | ($8,883) | ($903)  
|Net Income (Loss) Per Share | ($0.20)  | ($0.23)  | ($0.17)  | ($1.41)  | ($0.16) 
|Dividends Per Share         | $0       | $0       | $0       | $0       | $0      
|Wtg. Avg. Shares (000)      | 11,025   | 9,497    | 8,142    | 6,320    | 5,714   
|Working Capital             | $6,144   | $5,058   | $3,748   | $11      | ($456)  
|Mineral Properties          | $22,439  | $17,625  | $14,278  | $11,970  | $18,072 
|Long-Term Debt              | Nil      | Nil      | Nil      | $1,500   | $1,500  
|Shareholders Equity        | $28,729  | $22,838  | $18,194  | $10,654  | $16,207 
|Total Assets                | $29,766  | $23,455  | $18,677  | $12,675  | $18,945 
|                            |          |          |          |          |         
|US GAAP Net Loss            | ($7,044) | ($5,569) | ($3,712) | ($2,640) | ($1,575)
|US GAAP Loss Per Share      | ($0.64)  | ($0.59)  | ($0.46)  | ($0.42)  | ($0.28) 
|US GAAP Wtg. Avg. Shares    | 11,025   | 9,497    | 8,142    | 6,320    | 5,714   
|US GAAP Equity              | $10,982  | $9,905   | $8,608   | $3,376   | $2,647  
|US GAAP Total Assets        | $12,020  | $10,523  | $9,091   | $5,397   | $5,385  
|US GAAP Mineral Properties  | $4,693   | $4,693   | $4,693   | $4,693   | $4,512  





9





In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31st, the average rates for the period, and the range of high and low rates for the period. Table No. 3 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.



For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of U.S. dollars required under that formula to buy one Canadian Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.



Table No. 3

Canadian Dollar/U.S. Dollar



|                             | Average | High  | Low   | Close
|---------------------------- | ------- | ----- | ----- | -----
|                             |         |       |       |      
|Year Ended 12/31/08          | $1.07   | $1.30 | $0.97 | $1.22
|Year Ended 12/31/07          | $1.02   | $1.16 | $0.95 | $0.99
|Year Ended 12/31/06          | $1.13   | $1.17 | $1.10 | $1.17
|Year Ended 12/31/05          | $1.21   | $1.27 | $1.14 | $1.16
|Year Ended 12/31/04          | $1.28   | $1.40 | $1.19 | $1.20
|                             |         |       |       |      
|Three Months Ended   6/30/09 |         | $1.26 | $1.08 | $1.16
|Three Months Ended   3/31/09 |         | $1.30 | $1.18 | $1.26
|Three Months Ended 12/31/08  |         | $1.30 | $1.06 | $1.22
|Three Months Ended   9/30/08 |         | $1.08 | $1.00 | $1.06
|                             |         |       |       |      
|Three Months Ended   6/30/08 |         | $1.03 | $0.98 | $1.02
|Three Months Ended   3/31/08 |         | $1.03 | $0.97 | $1.03
|Three Months Ended 12/31/07  |         | $1.02 | $0.92 | $0.99
|Three Months Ended   9/30/07 |         | $1.08 | $1.00 | $1.00
|                             |         |       |       |      
|Three Months Ended   6/30/07 |         | $1.16 | $1.06 | $1.06
|Three Months Ended   3/31/07 |         | $1.19 | $1.15 | $1.15
|Three Months Ended 12/31/06  |         | $1.17 | $1.12 | $1.17
|Three Months Ended   9/30/06 |         | $1.14 | $1.11 | $1.12
|                             |         |       |       |      
|June 2009                    |         | $1.16 | $1.08 | $1.16
|May 2009                     |         | $1.19 | $1.10 | $1.10
|April 2009                   |         | $1.26 | $1.19 | $1.19
|March 2009                   |         | $1.30 | $1.22 | $1.26
|February 2009                |         | $1.27 | $1.22 | $1.27
|January 2009                 |         | $1.27 | $1.18 | $1.24



10









The exchange rate was $1.16 at noon on June 30, 2009.



Forward Looking Statements



Certain Statements presented herein are forward-looking statements which may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks.  These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward-looking statements.  These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration, development and mining business.



Statement of Capitalization and Indebtedness



Not Applicable





Risk Factors



An investment in the Common Shares of the Company must be considered speculative due to the nature of the Companys business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:



Risks Associated with Mineral Exploration



The Company is Involved in the Resource Industry which is Highly Speculative and has Certain Inherent Exploration Risks which Could have an Negative Effect on the Company

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.



All of the Companys Mineral Properties are at the Exploration Stage and all of the Companys Exploration Expenditures May Be Lost

The Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Companys properties. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.



The Company Has No Known Reserves and No Economic Reserves May Exist on Its Properties

Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Companys mineral properties. Finding mineral deposits is dependent on a number of factors, not the least of which is the technical skill of exploration personnel involved.  Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices.  Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration stage company with no history of pre-tax profit and no income from its operations.  Even if the Companys properties are brought into production, operations my not be profitable.







11









The Company Has Not Surveyed Any of Its Properties and the Company Could Lose Title to Its Properties

The Company has only done a preliminary legal survey of the boundaries of any of these properties, and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. The Company has not obtained formal title reports on any of its properties and title may be in doubt.  If title is disputed, the Company will have to defend its ownership through the courts.  In the event of an adverse judgment, the Company would lose its property rights.



The Mining Industry is Highly Competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Companys operations.



Mineral Operations are Subject to Market Forces Outside of the Companys Control

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing.  These factors include market fluctuations, government regulations relating to prices, taxes royalties, allowable production, import, exports and supply and demand.  One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.



The Company is Subject to Substantial Government Regulatory Requirements

The Companys exploration operations are affected to varying degrees by government regulations relating to resource operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.



Currently, the Companys Canadian properties are subject to the jurisdiction of the federal laws of Canada and the provincial laws of British Columbia.



On the Federal and Provincial level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Companys financial position and operations.







12







The Company is Subject to Substantial Environmental Requirements

In connection with its operations and properties, the Company is subject to extensive and changing environmental legislation, regulation and actions.  The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted.  The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future. The recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands.  These regulations may require obtaining permits or other authorizations for certain activities.  These laws and regulations may also limit or prohibit activities on certain lands lying within wetland areas, area providing for habitat for certain species or other protected areas.  Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect the Companys results of operations and business, or may cause material changes or delays in the Companys intended activities.



Currently, the Company has $118,600 on deposit as a reclamation bond for exploration work and site disturbance at the Morrison property. These allocated funds have been deposited for the benefit of the Province of British Columbia until released upon approval from the Province after all necessary reclamation work on the property has been performed. If the reclamation is more prolonged and requires funds in addition to those already allocated, Pacific Booker could be forced to pay for the extra work and it could have a significant negative impact upon the Companys financial position and operations.



Financing Risks



The Company is Likely to Require Additional Financing which Could Result in Substantial Dilution to Existing Shareholders

The Company, while engaged in the business of exploiting mineral properties, has sufficient funds to undertake its planned current exploration projects.  The Company is currently preparing a Full Feasibility Study at its Morrison project which may require additional financing to complete. If the Feasibility Study is positive, the Company will require further financing to develop the Morrison project and to place it into commercial production.  The exploration of the Companys mineral properties is, therefore, dependent upon the Companys ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Companys mineral properties, as well as the possible loss of such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.



The Company Has a History of Net Losses and Expects Losses to Continue for the Foreseeable Future

The Company has had a history of losses and there is no assurance that it can reach profitability in the future.  The Company will require significant additional funding to meet its business objectives.  Capital will need to be available to help maintain and to expand work on the Companys Morrison Property.  The Company may not be able to obtain additional financing on reasonable terms, or at all.  If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders.  If the Company is unable to obtain sufficient financing, the Company might have to dramatically slow exploration efforts and/or lose control of its projects. The Company has historically obtained the preponderance of its financing through the issuance of equity and the Company has no current plans to obtain financing through means other than equity financing.







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The Company has a Deficit and a Lack of Cash Flow to Sustain Operations and Does Not Expect to Begin Receiving Operating Revenue in the Foreseeable Future

As of January 31, 2009, the end of the Companys most recent fiscal year, the Company had a deficit of $19,555,490. None of the Companys properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.



Risks Relating to an Investment in the Securities of the Company



The Market for the Companys Stock has Been Subject to Volume and Price Volatility which Could Negatively Effect a Shareholders Ability to Buy or Sell the Companys Shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (ie, mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating minerals in their manufacture fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral.  The Companys common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Companys business, and changes in estimates and evaluations by securities analysts or other events or factors.  In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the shares of the Companys common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Companys common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.



The Company Could be Deemed a Passive Foreign Investment Company Which Could have Negative Consequences for U.S. Investors

The Company could be classified as a Passive Foreign Investment Company (PFIC) under the United States tax code. If the Company is declared a PFIC, then owners of the Companys Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Companys shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Companys net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.







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U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against The Company or Its Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against the Company.  The Company is a corporation incorporated in Canada under the laws of British Columbia. The majority of the Companys directors and officers are residents of Canada and all of the Companys assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.



As a Foreign Private Issuer, the Company is Exempt From the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data. As a Foreign Private Issuer, the Companys officers, directors and principal shareholders are exempt from Exchange Act Section 16s short-swing insider disclosure and profit recovery provisions. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.



Item 4.  Information on the Company



DESCRIPTION OF BUSINESS



Introduction



The Companys executive office is located at:

#1702-1166 Alberni Street, Vancouver, B.C. V6E 3Z3 Canada

Telephone: (604) 681-8556

Facsimile: (604) 687-5995

E-Mail: info@pacificbooker.com

Website: www.pacificbooker.com



The Contact persons in Vancouver are Ruth Swan, Chief Financial Officer, and John Plourde, Director.



The Company currently leases its executive offices in Vancouver The lease covers approximately 1,966 square feet and runs through October 31, 2010. The terms of rent are as follows:



|February 1, 2009 to January 31, 2010 | $74,295
|------------------------------------ | -------
|February 1, 2010 to October 31, 2010 | $57,933



The premises are considered adequate for the Companys needs for the foreseeable future.







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The Company's fiscal year ends January 31st.



The Company's common shares trade on the TSX Venture Exchange under the symbol "BKM", and on the NYSE Amex Exchange under the symbol PBM.



The authorized share capital of the Company consists of 100,000,000 common shares without par value. As of January 31, 2009, the end of the most recent fiscal year, there were 11,400,289 common shares issued and outstanding.



Corporate Background



The Company was originally incorporated under the Company Act of British Columbia under the name of Booker Gold Explorations Ltd. on February 18, 1983. On February 8, 2000, the Company conducted a 1 for 5 reverse split and changed its name to Pacific Booker Minerals Inc. At the Companys Annual General Meeting held on July 16, 2004, shareholders approved new Articles of Incorporation under the new British Columbia Business Corporations Act which replaced the Company Act of British Columbia.



The Company presently has no subsidiaries.



Currently, the Company conducts all of its operations Canada and all of its assets are located in Canada.



History and Development of the Business



Since inception, the Company has been involved in mineral exploration. The majority of the Companys efforts since inception have been conducted on properties in Canada, particularly the Morrison and Hearne Hill copper/gold properties. The Company originally entered into an option agreement to earn a 100% interest in the Hearne Hill property in December, 1992, subject to a 4% Net Smelter Royalty (NSR). The Company met the option requirements until December 2004 and currently has a 100% interest in Hearne Hill, subject to the 4% NSR. During the year ended January 31, 2006, the Company wrote-off the entire capitalized value of the Hearne Hill property which totaled $7,851,288.



In October 1997, the Company optioned the adjacent Morrison Property from Noranda (now Falconbridge Ltd., a unit of Xstrata Plc.). The Noranda option agreement allowed the Company to earn a 50% interest in the Morrison Property upon the expenditure of $2,600,000 on exploration over five years and delivery of a bankable feasibility study. If Noranda decided not to proceed with development of the Morrison Property, the Company could acquire a 100% interest (subject to a 3% NSR) in the property. The Company met the expenditure requirement under the Noranda agreement.







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In April 2004, the Company announced that it had signed a purchase agreement with Noranda on the Morrison property whereby Pacific Booker can acquire a 100% interest in the property by paying Noranda $3,500,000 cash over 36 months and issuing to Noranda 250,000 common shares and 250,000 warrants, as well as 250,000 additional common shares upon commencement of commercial production. The Companys final cash payment of $1,500,000 was due to Falconbridge Ltd., the successor company to Noranda, on or before April 17, 2007. In September 2006, the final cash payment was made to Falconbridge, less a $50,000 discount for early payment.



Since the acquisition of the Hearne Hill/Morrison project in 1992, the Company has concentrated its efforts on exploring the project and initiated a Full Feasibility Study on the Morrison project in January 2004.



In 1995, the Company acquired 100% interests in the Copper and CUB mineral claims located near the Hearne Hill/Morrison project. During the year ended January 31, 2005, management decided not to continue with exploration on the claims and the value of the Copper and CUB claims were written off.



On August 7, 2007, the Companys common shares began trading on the NYSE Amex (formerly the American Stock Exchange) under the symbol PBM.



Business Overview



All of the Companys mineral operations are located in Canada. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable mineral deposit is present on any of the Companys properties, and additional exploration is required before it is determined if any property is economically and legally viable.



Operations are not seasonal as the Company can conduct certain types of exploration at its properties year-round.  To date, the Companys revenue has been limited to interest on its cash balances and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes.  The Companys operations are dependent upon mining exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties.  Please see the individual property descriptions below for the details of each of the Companys mineral exploration projects.



The mineral exploration operations of the Company are subject to regulation by several government agencies at the Federal, Provincial and local levels.  These regulations are well documented and a fundamental aspect of operations for any resource company in Canada.  Management believes it is in compliance with all current requirements and does not anticipate any significant changes to these regulations which will have a material effect on the Companys operations.







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Mineral Properties



The Company currently operates in the mineral exploration sector.  All of the Companys properties are located in British Columbia, Canada and are at the exploration stage.  Currently, the Companys only active project is the Morrison project in British Columbia. The individual mineral properties are described below.



Morrison Project



The Morrison Project is a copper/gold exploration project and, including the adjacent Hearne Hill project, covers an area of approximately 65 square kilometers in British Columbia, Canada. Morrison is subject to a purchase agreement between the Company and Falconbridge, a unit of Xstrata Plc., where the Company can acquire a 100% interest in the Morrison property. Under the acquisition agreement, the Company has made all the required cash payments to Falconbridge, and is only required to issue Falconbridge 250,000 additional common shares upon commencement of commercial production.



The project is at the exploration stage and does not contain proven mineral reserves, but has completed a Full Feasibility Study.



Location and Access



The project is located in the Omineca District approximately 65 kilometers northeast of the town of Smithers in the Babine Lake region of north-central portion of British Columbia, Canada.  The project lies 30 kilometers north of the town of Granisle which was originally built to service several mines in the area.  Access is via paved British Columbia Provincial Highway 321 from Topley to Granisle to Michelle Bay, then by barge across Babine Lake to Nosebay.  A network of logging roads provides access to the Morrison Project approximately 38 kilometers from the barge landing.



Mineral Claims and Land Title



The Morrison Property is represented by the Erin #1 mineral claim which is covered under the Mineral Tenure Act of British Columbia (Mineral Tenure Act). The Company is acquiring the Morrison Property from Falconbridge Ltd, and has completed all the required cash payments under the agreement and must issue an additional 250,000 common shares to Falconbridge upon commencement of commercial production. The Claim is 500 hectares in size is in good standing until September 15, 2016.



The Company does not believe there are any conflicting claims of ownership on any of the underlying claims. Copies of the acquisition agreements, including a list of the various claims underlying the property, have been filed as exhibits to the Company 20-F Registration Statement.  A list of the Companys claims is also available on-line at the British Columbia Governments Mineral Titles Online database located at www.mtonline.gov.bc.ca.







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Under the Mineral Tenure Act, claim holders may apply for additional 20 year terms as long as the extension is required for mining purposes.  Annual rental fees payable to British Columbia is $10 per hectare.



Under the purchase agreement with Noranda (now Falconbridge) dated April 19, 2004,  Noranda indicated that to the best of its knowledge, there is no claim or challenge to its ownership or title to the mineral claims by any other party.  A copy of that agreement was filed as an exhibit to the Companys 20-F Registration Statement.



Although the project lies within the traditional Lake Babine First Nations region, the project area is not under any native claim, nor is any claim anticipated based upon currently available information.  The Company has endeavored to appraise the Lake Babine First Nations on its planning and results of its studies, including environmental, wildlife, and fish studies.









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[pacificbooker20f2009001.jpg]







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How Acquired



The Company originally signed an agreement with Noranda Mining and Exploration Inc. (Noranda) dated October 22, 1997 regarding the underlying claims.  Under the agreement, Pacific Booker can earn a 50% interest in the Morrison claims by spending $2,600,000 over a period of five years and delivery of a bankable feasibility study by October 31, 2003. If Pacific Booker has met the expenditure requirement, Noranda may, under the agreement and upon receipt of a written request from Pacific Booker, extend the date for completion and delivery of the bankable feasibility study for up to an additional two years.  The agreement with Noranda also allowed the Company to recover from Noranda 15% of its total exploration expenditures on the Morrison Property in order to offset additional overhead and administration costs associated with financing and administration of the exploration program.



In April 2004, the Company announced that it had signed a new purchase agreement with Noranda Inc. (now Falconbridge Inc., a unit of Xstrata Plc.) regarding the Morrison Property which would replace the original agreement signed in October 1997 as described above.  Under the agreement, the Company would acquire a 100% interest in the project from Noranda in exchange for the payment of $3,500,000 cash and issuance of 250,000 common shares and 250,000 common share purchase warrants under the following schedule:



|Cash Amount | Due Date of Payment                                           
|----------- | --------------------------------------------------------------
|            |                                                               
|$1,000,000  | Within 60 days of signing the Agreement (Paid)                
|$1,000,000  | 18 months from the date of the signing of the Agreement (Paid)
|$1,500,000  | 36 months from the date of the signing of the Agreement (Paid)



Upon Commencement of any commercial production from the property, the Company must issue to Falconbridge an additional 250,000 common shares.  If at the time of issuance the Companys common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued.  This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.



If the Company is unable to comply with the terms of the above agreement, it will be required to execute a re-transfer of its interest in the project to Falconbridge which would result in Falconbridge holding a 100% interest in the Morrison claims.



The final cash payment of $1,500,000 was due to Falconbridge on or before April 19, 2007.  In September 2006, the Company satisfied this payment by paying Falconbridge $1,450,000 after negotiating a $50,000 early payment discount.  In addition to the cash payments, the Company issued 250,000 common shares and 250,000 warrants exercisable until June 5, 2006 at an exercise price of $4.05.



During 2005, Noranda amalgamated with Falconbridge and continued as Falconbridge Limited. In August 2006, Falconbridge was acquired by Xstrata Plc.  There were no changes to the Companys agreement with Noranda/Falconbridge as a result of either merger





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Regional Geology



The properties are situated on the northern edge of the Skeena Arch in a region underlain by volcanic, clastic and epiclastic rocks. This sequence of rocks has been cut by a northwest trending series of faults that have created a long linear sequence of horsts and grabens. The rocks have been intruded by a variety of intermediate to felsic stocks, plugs and dykes of Eocene age.



During the Tertiary-Eocene period, Biotite Feldspar Porphyry (BFP) plugs and stocks of the Babine Igneous Suite were emplaced along major faults in a continental magmatic arc. Porphyry copper deposits in the area are temporally and spatially associated with the Babine Igneous Suite intrusions.



Property Geology



The Morrison copper-gold porphyry deposit is an elongated 600 by 1,500 m long northwesterly-trending deposit. The main BFP pluton at Morrison is a faulted plug, with nearly vertical contacts, which occupies a northwesterly oriented elliptical area. The Morrison plug is known to contain a large number of phases of BFP. There are numerous offshoots of the plug, many of which are northerly trending dykes or sills. The offshoots vary in width from less than 1 meter to greater than 500 meters.



The mineralization at Morrison occupies the central part of a major graben that is a component of the regional northwesterly trending block-fault system of the Babine area.  The western bounding fault is believed to be along Morrison Lake, and the eastern fault is about 0.8 kilometers east of the property.  The most prominent structure at Morrison is the north-northwest trending East Fault, which bisects the BFP plug and copper zone.  The Morrison copper zone conforms to the shape of the BHP plug and is disrupted by the East and West faults.  The copper zone is defined by external and internal boundaries that mark the limits of lithologic units with copper content consistently greater than 0.2% copper.  In most places, the external boundary is relatively sharp and copper content declines outward to less than 0.1% copper within about 40 meters.  The low-grade core averages between 0.15-0.2% copper.  All copper sulphides are primary, with chalcopyrite the main copper-bearing mineral.  A pyrite halo is developed in the chlorite-carbonate altered wallrock that spatially bounds the copper zone.  Copper mineralization is weakly developed in the pyrite halo.



Current Infrastructure



Only minimal facilities currently exist on the property.  An exploration camp is on site, and can accommodate 20 persons.  Other, smaller buildings are on site, including a permanent core shack.  Most exploration supplies are brought in via barge across Babine Lake and stored on site for the duration of the exploration program.  Access from the barge landing to the camp and the exploration area is by heavy logging road.  This network of logging roads is maintained by Canfor, a separate company that has logging rights over the area, including the Companys property.





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Water is available from the lakes and watercourses adjacent to the property.  This water can be used for both potable and process water.  A large source of electrical power is not currently available on the project site.  An existing BC Hydro substation is located on the west side of Babine Lake near Granisle Township.  An existing 138 kV line served the Bell mine site south of the property.  In June 2008, the Company confirmed the availability of power from the Bell mine electrical facility which is now energized at 25 kV and can be re-energized to its design voltage.  A new 24.7 km 138 kV overhead line will be constructed to link from the former Bell mine site to the proposed Morrison mine site substation. BC Hydro has completed a study regarding the system load for the new line.



The economy of the region is based upon resource production, primarily mining and logging.  The town of Granisle on Babine Lake was built to support the mines in the area, and offers housing and basic support services.  An experienced workforce lives in the area of the property, and it is anticipated that most would commute to the property daily via barge or boat.



Previous Exploration History



The Morrison Lake area was first explored for minerals in the early 1960s.  Regional stream sediment sampling in 1962 by Noranda Exploration Ltd. led to the discovery of the Morrison deposit in 1963.  Between 1963 and 1973, Noranda conducted exploration at Morrison and drilled 95 diamond holes.  By 1968, a sub-economic copper deposit had been outlined at Morrison that consisted of two zones.  The zones are immediately northwest and southeast of a small central pond, and their positions correspond closely to strong geochemical and magnetic anomalies.  Geological mapping done in 1963 and 1967 indicated the possibility that the two zones might be part of a single faulted deposit.  Drilling in 1970 to test the central areas succeeded in joining the portions of the faulted copper zone. In total, Noranda drilled 95 diamond drill holes totaling 13,893 meters.



Following the completion of the 1973 drill program, Noranda conducted no further field work at Morrison, although pit design studies were conducted in 1988 and 1990 in order to determine if the deposit could economically supply feed to the operating mill at its Bell Mine located approximately 15 kilometers south.  Noranda determined that the deposit would not be economical to mine and process at Bell at that time.



Prior Exploration by Pacific Booker



The Company acquired an option to acquire the Morrison property in 1997. The Company initiated Phase I exploration shortly after finalizing the option agreement. Work including a property wide geochemical survey, trenching, mapping, and diamond drilling was conducted from 1997 to July 2000.  Eleven diamond drill holes of large size NQ core totaling 3,818 meters were used to confirm and validate Norandas previous work as well as to test and define the mineralization at depth.  Based upon the results of the Phase 1 program, the Company initiated Phase 2 of exploration, which included the drilling of 13 additional diamond drill holes totaling 3,181 in order define the configuration and potential economic limits of the deposit.  The Company also completed an IP survey over the northwest sector of the deposit area to search for possible extensions to the known deposit and to possibly define the boundary between the copper zone and the pyrite halo.





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In 2001, the Company initiated Phase III exploration at Morrison.  The program was designed to delineate the deposit both laterally and to depth by completing a series of diamond drill holes at 60-meter centers.  The program was also designed to determine the copper and gold distribution of the deposit and identify potentially higher grade zones of mineralization in order to complete a resource study of the deposit and provide data for a full feasibility study.  From June 2001 to July 2002, the Company drilled 58 holes totaling 15,284 meters.  The review of the prior work conducted by Noranda as well as the 3 exploration phases conducted by Pacific Booker has allowed the Company to identify three main zones of mineralization for the deposit.  These are the Central, Southeast and Northwest Zones.



The Central Zone forms the main segment of the Morrison deposit.  It is largely bounded by the East and West Faults with part of the southwesterly margin of the zone conforming to the transitional contact with the pyrite halo.  The Phase III drilling defined and confirmed three significant copper-gold mineralization domains within the Central Zone.  Drilling has confirmed the dimensions, configuration and continuity of higher grade copper and gold domains within the Central Zone.



The Southeast Zone occurs as a 300 m wide semi-circular-shaped zone east of the East Fault.  The copper-gold mineralization abruptly weakens along the eastern margin where it transitionally changes to the pyrite halo style of mineralization.  The zone remains open to the south.



The Northwest Zone is interpreted as an apparent faulted off-set of the Central Zone and lies west of the West Fault and is bounded by the pyrite halo to the west.  The zone is 75 by 400 meters long and drilling to date extends the zone to a depth of 170 meters.



Several areas of mineralization at the Morrison deposit remain open and require additional drilling to test for extensions or further definition.  These include southern and southeastern portions of the deposit, where mineralization remains open and the boundaries of the copper/gold mineralization remain undefined; and at depth, where drill hole MO-99-04, the deepest drilled on the property to date, ended in mineralization at a depth of 454.46 meters.  There are also several areas of interest on the property around the main Morrison deposit which have also been identified for drilling to test for possible satalitic mineralization, particularly to the northwest and southeast of the known mineralization.







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Current Exploration and Morrison Feasibility Study



The Phase III drill program totaled 82 holes of about 23,000 meters which succeeded in substantially delineating the Morrison deposit.  The Company engaged SNC Lavalin of Toronto, Ontario, to prepare a scoping study for Morrison which included a geostatistical block model and a resource estimate.  Snowden Mining Industry Consultants of Vancouver, British Columbia was engaged to incorporate SNCs work into generating optimized pit designs and manual geological polygonal block models for further developing resource estimates for the Morrison deposit. Snowden completed and delivered its report to Bookers management in early May, 2003.



Upon receipt of the Snowden Resource Estimation and Preliminary Pit Optimisation Study, Booker initiated a Feasibility Study on the Morrison property.  In December 2003, the company engaged Beacon Hill Consultants to prepare a full feasibility study on the Morrison project.  The Study includes geotechnical, waste management and environmental studies, as well as studying potential waste and tailings sites.  The feasibility study will also include a further 4000 meters of drilling to obtained geotechnical data as well as further delineate the higher grade mineralization in the central copper zone, explore mineralization to the south-east and close off the deposit to the north and south.  In September 2003, the Company released assay results from 5 holes drilled along the known northern limits of the Morrison deposit and which management believes has successfully closed off the northern edge of the deposit.



Beacon Hill completed a draft of a Preliminary Assessment Report on the feasibility of the claims, and work is continuing to bring the draft report to the Final Feasibility Report.  During the second half of 2004, work at the property site was primarily composed of environmental studies, including surface water quality sampling and flow rate monitoring, fish habitat studies, acid-rock drainage potential, and wildlife impact studies.



Fieldwork resumed in January 2005 after a winter break. 4 large (PQ) diameter drill holes totaling 700 meters were drilled as part of the metallurgical test program.  These holes were twinned from smaller holes drilled between 1998 and 2002 and were designed to obtain representative bulk samples of potential mill feed material.  Process Research Associates of Vancouver was retained to conduct the material test program including comminution and flotation tests on these samples in order to determine an optimal ore treatment process.  The testwork indicated the metallurgy of the deposit was relatively straightforward.  The results will be reviewed to establish a metallurgical database which will be used to establish design criteria in conjunction with other test work to determine potential mining and resource estimates.  The design criteria will also be used to develop preliminary capital and operating cost estimates at a range of potential rates of tonnes mined to enable optimization of the proposed mine.  These cost estimates are critical components of establishing a mine cut-off grade, optimized mill throughput and the overall mining plan. Following the review of the optimization studies, design activities for the mill and concentrator plant will proceed. Core from the metallurgical drill holes are also used for Acid Rock draining studies. Waste rock intersected in two holes is being used in humidity cell tests, which are used to determine the long term effects of the environment on the waste rock materials in regards to future potential environmental impact.







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Environmental baseline studies continued for Surface Water Hydrology, Groundwater Hydrology, Wildlife and Wildlife Habitat, Fisheries and Aquatic Habitat, Trace Metals in Vegetation and Acid Rock Drainage studies.  Digital water pressure monitors were installed in three drill holes for modeling pit hydrogeology, and static groundwater monitoring in old drill holes is continuing in order to test for seasonal changes in water levels.  A Preliminary Hydrology Report was submitted which will be used for the planning and design of the mine infrastructure and facilities.



A drill program was completed during the winter of 2005 to finalize ore delineation and to determine geo-technical criteria for the design of the pit. Detailed design of the pit and updated mineral resource estimates will be completed which incorporate the drilling results.  On October 14, 2005, a Draft Terms of Reference document was developed and submitted to the British Columbia Environmental Assessment Office (BCEAO) for an Application for an Environmental Assessment Certificate for the construction, operation, maintenance, decommissioning and reclamation of an open-pit mine on the Morrison property.  The final Terms of Reference document was developed in consultation with government agencies, First Nations, and the public.  A revised Project Description was also submitted to the British Columbia Environmental Assessment Office.



A geotechnical investigations program was completed on the proposed open pit.  The main purpose of the site investigation program was to collect the geotechnical information for the open pit slope design for the feasibility study.  Seven oriented core drill holes were drilled to provide geotechnical information for the rock mass in the vicinity of the proposed final pit walls and to intersect the major structures that were identified in previous investigations.  In addition to detailed geotechnical logging, core sample collection and packer permeability tests were completed on the drill holes.  Laboratory test work on selected samples included point load tests, unconfined compressive strength tests and direct shear tests.  Detailed geotechnical logs were compiled along with the field and laboratory tests results to establish a complete geotechnical database for the open pit area.



The geotechnical drill program commenced on the proposed waste management site and plant site included drilling 14 short geotechnical and condemnation drill holes, and 35 test pits.  The purpose of the drill holes is to test the foundations of the waste retaining dam, to test the foundations for the plant site, and to monitor ground water.  Standard Penetrometer Testing (SPT) was used for overburden intervals and Packer Testing for rock foundations.  Soil samples for laboratory geotechnical tests were collected from the SPT process.  The primary purpose of the test pits is to test waste dam, plant site and waste conveyor foundation and slope stability.  Another purpose of the test pits is to determine locations of potential construction material, i.e. till, sand, or gravel.  One geotechnical drill hole was drilled in the proposed open pit to monitor groundwater quality in the mineralized zone and two drill holes were drilled downstream of the waste management site to monitor groundwater quality.





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During fiscal 2007, work continued on the full Feasibility Study. The following consulting firms have been retained to perform these specific work programs as part of the Feasibility Study.



•

Wardrop Engineering Inc  to complete the Feasibility Study.

•

Geo-Sim Services Inc  to update the 43-101 compliant Resource Estimate.

•

Nilsson Mine Services  to update the Open Pit Optimization and schedule.

•

Rescan Environmental Services Ltd.  to complete the Environmental Assessment.

•

SGS Canada Inc.  to complete the grinding and floatation test work and circuit design.

•

Klohn Crippen Burger Ltd.  to complete the Geotechnical Engineering and Design for tailings and waste rock management, surface water management and infrastructure foundation design.



During fiscal 2007, work on the project included:



•

Commenced work on the Open Pit Optimization.  This work includes mine plan, resource reserves, mill size, equipment requirements, equipment costs, and haulage costs.

•

Feasibility level Open Pit Geo-technical investigations, to provide the geo-technical information required for the feasibility level open pit slope design;

•

Feasibility level Open Pit Slope Design, to determine the steepest practical slope angles for the open pit mine;

•

Waste Management Site and Plant Site Geo-technical Investigations, to provide geo-technical information for the design of the Waste Management Facility and the proposed plant.

•

Completed a waste management site alternative study.

•

Geo-chemical analysis of geologic samples for Acid Base Accounting and assaying of samples for molybdenum.

•

Commenced with metallurgical (grindability) testing.

•

Additional Environmental Baseline Studies.

•

Continued to develop the Decommissioning, Reclamation, and Closure Plan.

•

Continued work to complete an NI 43-101 compliant Resource Estimate.



In April 2007, the updated Resource Estimate for the Morrison project was completed by Geosim Services Ltd. and filed.  The estimate was prepared using a cut-off grade of 0.3% Equivalent Copper.  The copper equivalent was calculated using relative recovery and metal prices of $1.78/lb copper, $465/oz gold, and $10/lb molybdenum.  Composited intervals from 98 drill holes representing 22,982 meters of core were used in the block model estimation.  Block size was 20x20x12 meters and grade estimation was carried out by the ordinary kriging using 6 meter downhole drill composites.  Gold grades were capped at 1.5 g/t prior to compositing.







27







Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources

This section uses the terms measured and indicated resources.  We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.



|                          | Average Grade | Contained Metal
|------------------------- | ------------- | ---------------
|Class                     | Tonnes        | Cu EQ
(%)      
|                          |               |                
|Measured                  | 96,516        | 0.47           
|Indicated                 | 110,353       | 0.46           
|                          |               |                
|Total Measured/
Indicated | 206,869       | 0.46           



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the term inferred resources.  We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category.  Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.



|         | Average Grade | Contained Metal
|-------- | ------------- | ---------------
|Class    | Tonnes        | Cu EQ
(%)      
|         |               |                
|Inferred | 56,524        | 0.47           



Sample Protocols



All project samples are covered under a quality control program which commenced in the Phase II program beginning with drill hole Mo-00-17.  There was no systematic quality control program implemented for samples from the first 16 drill hole samples.







28







All drill core is delivered to the core shack by the diamond drillers at the end of each shift. The core shack is a permanent, insulated and locking structure.  All drill core is photographed prior to any disruption by geologists and geotechnicians before logging.  Detailed core logs are compiled in 3.05 meter intervals.  All core is split with a diamond saw into two halves.  The first half is packaged and bagged and tagged in plastic bags for shipment to the laboratory, and the second half is replaced in the core box for reference and storage in the core shack.



Samples are organized into 20-sample batches with inclusion of quality control samples into the sample sequence of each batch.  The suite of 17 core samples in the batch are complemented with one Booker Standard prepared by CDN Resource Laboratories of Delta, B.C., one Blank Standard from barren Morrison drill core, and one certified reference standard from Rocklabs Ltd. in Auckland, New Zealand in every second sample batch.  One sample in the batch is prepared as a duplicate.  The sample batches are transported by Company personnel to a shipping point where they are carried by private trucking company to independent certified assay laboratories.  Check assays are submitted to a separate independent assay laboratory.



All of the Companys work on the property is supervised by a Qualified Person as defined under National Instrument 43-101 in Canada.  National Instrument 43-101 is a set of rules developed and administered by the Canadian securities regulators to govern how Canadian resource companies handle and disclose technical information regarding their mineral project operations to the general public.  It requires all disclosure be based on advice by a Qualified Person, which is defined as an individual that is an engineer or geoscientist with at least 5 years of experience in mineral exploration, mine development or operation or mineral project assessment; has experience relevant to the mineral project and technical report; and is a member in good standing of a relevant professional association.



Fiscal 2008 Work



Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2008.  If the Feasibility Study is favorable, it is anticipated the permitting process will lead to detailed engineering and construction of a mine.  The environmental assessment will be used to apply for a mining permit for the construction, operation and maintenance, and decommissioning and reclamation of an open-pit mine on the property.  On January 18, 2008, a Section 11 Order under the BC Environmental Assessment Act was issued to the Company, which permits the Company to conduct a formal environmental assessment in support of the Morrison Project Permit to construct application.



A Geotechnical and Hydrogeology Drill program was completed, as 15 geotechnical and 16 water monitoring holes were drilled in the proposed impoundment area, the open pit, and the plant site. This concluded the fieldwork, although environmental monitoring will continue.







29







Wardrop Engineering completed a Trade-off Study to evaluate the application of High Pressure Grinding Rolls (HGPR) as an alternative technology to the conventional semi-autogenous milling process for the project.  The results of the Study indicate the application of HPGR would result in significant operating costs savings amounting to more than 23%, including the reduction of power of 3.67 megawatts, or $0.08/t, and reduction of consumables of $0.59/t.  As a result, HGPR was incorporated into the project design.



Floatation and grinding testwork was completed by SGS Canada.  The testing recoveries were Copper of 84.4%, Molybdenum of 79%, Gold of 59.4%, and Silver of 55.6%, with a concentrate grade of 25.1%.



For the fiscal year ended January 31, 2008, the Company incurred $3,346,755 in expenditures on the Morrison property.



Fiscal 2009 Work



Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2009 and was completed early in Fiscal 2010.  Nilsson Mine Services finalized the mine plan based on the four year trailing average metal prices of Copper $2.75, Gold $658.32 and Molybdenum $29.23, resource reserves, haulage costs, and pit optimization.  As a result of the increase in the mineable reserve, the plan for disposal of Waste Rock (PAG/NAG) was revised.  The revised plan is to store the waste rock near the Open Pit rather than inside the Tailings Storage Facility to reduce both Capital and Operating Costs, requiring a revision of the General Site Arrangement including the relocation of the primary crusher, process plant, on-site administration facilities, waste rock storage, low-grade ore stock-pile and organic material storage.  Also required was a Geotechnical, Hydrogeology and Condemnation Drill program; and test-pitting program, including : the drilling of four geotechnical and six water monitoring drill holes in the proposed plant site, waste storage and low grade ore stockpile areas; one condemnation drill hole in the plant site area; seven test-pits for soil characterization in the open pit area; and fourteen test-pits in the proposed plant site, waste rock storage, low grade ore stock pile, and over-burden storage areas; and an update of the Capital and Operating costs.  The Feasibility Study was completed by Wardrop Engineering Ltd. (a Tetra Tech Company), on March 12, 2009. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.  Updated Project Description was completed and submitted to British Columbia Environmental Assessment Office in September 2008.  During the fiscal year, meetings and communication with key government people and agencies (including Hon. Gordon Hogg, Minister of State for Mining (MEMPR); John Cavanagh, Assistant Deputy Minister (EAO, MEMPR) and Robin Junger, Associate Deputy Minister Environment) continued.







30







On November 9, 2008, the Company and the Lake Babine Nation (LBN) signed a Capacity Funding agreement for the LBN to participate in the Environmental Assessment and for community engagement.  On December 30, 2008, in response to an unexpected and allegedly defamatory press release issued by Chief Betty Patrick on October 14, 2008, the Company filed a Statement of Claim against the Lake Babine Nation (LBN). The Company requested a public retraction of the press release but no response was received from the LBN. The Company is continuing forward with providing the LBN with capacity funding to enable effective consultations in the environmental assessment process, as well as developing a communications protocol.



For the fiscal year ended January 31, 2009, the Company incurred $4,813,818 in expenditures on the Morrison property.



Anticipated Fiscal 2010 Work



During Fiscal 2010 (ending January 31, 2010), the Company has completed the Final Terms Of Reference for an Environmental Assessment Certificate application (issued by the British Columbia Environmental Assessment Office, on May 22, 2009), participated in working group meetings (held May 14-15, 2009) to communicate mine closure plans, ML-ARD studies and cumulative effects assessments to government agencies.  On-site monitoring of air quality, water quality, groundwater and fisheries continues for permitting purposes.  The Company expects to complete the EA Application submission in Q3 2009 with expected Environmental Assessment Certificate received in Q2 2010, and operations to start 30 months later. The Company also plans to initiate survey of the site for the Mine Lease; obtain surface right to Morris claims in Tailings Storage Facility initiate the Transport Canada Section 23 Exemption to Navigable Waters Protection Act for draining Booker Lake and ponds in area of Open Pit; Transmission Line Management Plan and License of Occupation application; apply for Road Use Permits and Licenses to Cut (Ministry Of Forests). Initiate communications regarding Mine Permit (MEMPR); Water License (MOE); Metal Mining Effluent Regulations (MMER, required for Tailings Storage Facility); and possible fisheries trigger and compensation (DFO); provide the required information sent to Natural Resources Canada for determination of possible trigger under Explosives Act.  Continue consultation and relations building with Lake Babine Nation (LBN); arrange Project Financing, tender an Engineering, Procurement and Construction Contract, conclude a Marketing Agreement and continue with other First Nations, and Government and Community Relations.



The Company estimates its expenditures for the anticipated work on the Morrison project for the year ended January 31, 2010 will be CDN$2,500,000.







31







Hearne Hill Property



The Hearne Hill property lies adjacent to the Companys Morrison project as described above. Hearne Hill is represented by various mineral claims covered by the Mineral Tenure Act which were acquired from Arms-length individuals. The Company has a 100% interest in the Hearne Hill property, subject to a 4% NSR,



How Acquired



The Hearne Hill property was originally acquired by the Company in 1992. The Company agreed to purchase a 100% interest in the Hearne Hill claims from three arms-length individuals under the following terms:



1)

$60,000 in total option payments;

2)

$100,000 in royalty payments per year;

3)

Issuance of 40,000 common shares in 4 tranches of 10,000 shares each as certain milestones were met.



All option payments have been made and all the common shares have been issued. The Company currently has a 100% interest in the property, subject to a 4% NSR to the vendors and required royalty payments of $100,000 per year. The annual royalty payments may offset any net smelter royalty obligations, and the NSR may be purchased by the Company for a cash payment of $2,000,000 at any time.



During fiscal 2007, the Company was named in an action filed with the British Columbia Supreme Court by Lorne Spence, one of the original optionors of the Hearne Hill property. Mr. Spences action sought the return of certain mineral claims, or unspecified damages in the alternative.  Mr. Spence also sought to include the return of the Companys Morrison property as part of the suit. In June 2007, the Supreme Court of British Columbia dismissed the application to include the Morrison property. On April 20, 2009, the Company announced that a settlement had been reached in the action filed against the Company in the BC Supreme Court.  Pursuant to the settlement, the Company will retain the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the Hearne 1 Claim) and Mineral Tenure No. 242813 (the Hearne 2 Claim), which were transferred to the plaintiff optionors.  Pursuant to the settlement, no cash payment was made to the plaintiffs and all claims in the action have been dismissed.



Property Geology  Hearne Hill



The property is underlain by volcanic rocks of the Lower to Middle Jurassic Hazelton Group rocks which are intruded by porphyritic rocks in a series of northeasterly trending dykes. The intrusive composition is that of diorite or quartz diorite. Several phases of intrusions are known, including some post mineral dykes.



Chalcopyrite, bornite and molybdenite occur as fracture fillings and disseminations in the biotite feldspar porphyry and the surrounding wallrock. The mineralization is due to a large porphyry copper system. The erratic nature of the copper distribution is caused by late stage intrusions. The volcanic rocks, in contrast to the late stage BFP, are higher in grade.







32







There are two known bodies of mineralized breccia. The southern body, known as the Chapman zone, has been known for several years, and the northern body, known as the Peter Bland zone, was found by Pacific Booker during its 1995 drill program. These are dilational zones of brecciation which are surrounded by areas of fracturing which carry high grade mineralization. Gold is enriched in the breccia relative to the stockwork mineralization.



The breccias in the Bland zone are also related to a principal fracture system which dips steeply to the east. As in the Chapman zone, copper/gold/silver mineralization occurs infilling what were originally voids between the breccia casts, but areas of high grade fracture filling mineralization also occurs in altered volcanic rocks in close proximity to the breccia zones. The width of the enriched core of the Hearne Hill porphyry system averages approximately 50 meters at surface and appears to widen at depth.



Exploration History



Tro-Buttle Exploration undertook a large scale soil sampling and magnetometer survey east of Morrison Lake on Hearne Hill. In 1967, while excavating a bulldozer trench on the most prominent anomaly on the western flank of Hearne Hill, a 1.5 meter boulder of brecciated rock cemented with chalcopyrite was unearthed.  Based upon that discovery, Texas Gulf Sulphur optioned the property that year and undertook a systematic geological assessment of Hearne Hill.  The program included 12 diamond drill holes totaling 1942 meters. Although drilling intersected only a small section of mineralized breccia, a low-grade porphyry deposit was partially delineated.  As the copper grades were considered sub-economic, Texas Gulf declined to pay a large option payment and returned the property to Tro-Buttle in early 1968.  Canadian Superior Exploration then acquired an option on the property and performed magnetometer, IP, geological and geochemical surveys, followed by a percussion drill program in 1969.  Results were not sufficient for either Canadian Superior or Tro-Buttle to maintain the property, and the property reverted back to the government.



No exploration was conducted at Hearne Hill from 1969 to 1989.  In 1989, prospectors Chapman and Bland staked the property and optioned it to Noranda as part of Norandas search for additional ore for processing at the Bell Mine.  Noranda conducted an exploration program on Hearne Hill including a small diamond drill program which succeeded in discovering a small breccia pipe, but the potential copper and gold resource did not meet Norandas current requirements and the property option was dropped in 1990.  Chapman and Bland continued to explore the property on their own and continued to drill the breccia pipe.  Results were good, and the property holders were in the process of permitting the property for production when Noranda closed the Bell Mine in April 1992.







33







In December 1992, Pacific Booker optioned the Hearne Hill property.  In 1993, the Company began its exploration at Hearne Hill with a magnetometer survey, geological mapping, trenching and follow-up percussion drilling.  From 1993 to 1997, the Company completed several phases of exploration on the property, including drilling 143 diamond drill holes.  The Company was successful in discovering the higher-grade Chapman and Bland zones, as well as the lower grade porphyry envelope.  In 1997, the Company engaged Giroux Consultants to prepare a preliminary resource estimate for the project.  Additional drilling will be necessary in order to upgrade the indicated resource to the Proven category for a feasibility study.  Since 1997, Pacific Booker has concentrated most of its exploration efforts on the adjacent Morrison property.  Because the Company is currently focused on the feasibility study at Morrison and the Hearne Hill resource has not been determined to be economic, management wrote down the remaining value of the Hearne Hill property during the fiscal year ended January 31, 2006.





Copper and CUB Properties



The Copper and CUB properties are copper/gold exploration properties in British Columbia located in the Granisle area. The Copper property lies 2.5 kilometers south of the Hearne Hill property, while CUB adjoins Hearne Hill to the south.



The Company acquired a 100% interest in CUB in June 1995 in exchange for 100,000 common shares at a deemed price of $1.20 per share, or $120,000 total.  The property is subject to a 3% NSR to the vendor. Pacific Booker may acquire up to 2% of the 3% NSR in 1% increments at $500,000 per 1% increment at any time.



The Company acquired a 100% interest in Copper in June 1995 in exchange for 100,000 common shares of the Company at a deemed price of $1.30 per share, or $130,000 total.  The property is subject to a 3% NSR to the vendor.  Pacific Booker may acquire up to 2% of the 3% NSR in 1% increments at $500,000 per 1% increment at any time.



Since acquisition, the Company has conducted no exploration on the Copper and CUB claims but maintains the properties in good standing due to their strategic location to its Morrison project.  Any future exploration on the properties will be dependent upon exploration results at Hearne Hill and Morrison.  As the Company has no current plans to conduct exploration on the Claims, the acquisition costs of the claims were written off during the year ended January 31, 2005.







34







Item 5.  Operating and Financial Review and Prospects



Overview



The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 18 to the financial statements for the fiscal year ended January 31, 2009.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.22 as of January 31, 2009.



The Company has since inception financed its activities through the distribution of equity capital.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Companys properties are at the exploration stage.  The timing of such offerings is dependent upon the success of the Companys exploration program and feasibility study as well as the general economic climate.



As a mineral explorer in the Province of British Columbia, the Company was eligible to receive British Columbia Mining Tax Credits for grass-roots exploration expenditures.  These credits are a percentage of the Companys eligible exploration expenditures made each year.  The credits are refundable annually, and application for reimbursement is made along with the Companys annual Federal tax return.  After a review by the tax authorities, the Canadian Federal government, on behalf of the British Columbia Provincial government, issues a check for those credits.  Since the refund process typically takes about a year, the Company accounts for these tax credits as a Receivable on its balance sheet upon the Company attaining reasonable assurance of collection from the Canadian Federal Government.  At January 31, 2009, the Company had no receivable on its Balance Sheet for the mining tax credit because the exploration work done is no longer considered grass-roots exploration.



The Company typically contracts with outside suppliers for the majority of its exploration work.  In order to ensure the availability of these contractors, the Company in the past has maintained cash deposits with some of these suppliers as an advance against anticipated payments for exploration work performed.  The Company accounts for these payments when made as Exploration Advances on its balance sheet.  As these contractors perform the exploration work, the amounts of the advances are deducted from any amounts owed to the contractors and are recorded by the Company as deferred exploration costs.







35







Results of Operations



Year Ended 1/31/2009 vs. Year Ended 1/31/2008



During the year, the Company continued work on the feasibility study on the Morrison project.



The net loss for the year ended January 31, 2009 was ($2,229,730), or ($0.20) per share, compared to a loss of ($2,221,907), or ($0.23) per share for the year ended January 31, 2008.  The higher loss in the current year included an increase in Stock-based Compensation expense of ($1,738,125) compared to ($1,248,170) in the prior year, with the increase due to additional stock options granted during the year; A decrease in Investor Relations - Related Party to ($261,371) from ($409,153) was due to a one-time bonus paid in Fiscal 2008 to the directors directly involved in the raising of funds;  The Company recorded a gain on settlement of pending litigation ($200,000) in regards to the provision for the Hearne Hill legal suit which was settled without requiring payment of the provided for amount.  Shareholder information and promotion rose to ($198,132) from ($89,029) due to increased promotional activity and media costs.  Professional Fees increased to ($226,221) from ($162,835) due to the higher legal fees related to the Hearne Hill property suit and the Lake Babine Nation issues; Foreign Exchange changed to a gain ($221,519) from a loss ($50,217) due to favorable changes in the Canadian/$US dollar exchange rates; Wages and Benefits decreased to ($6,122) from ($49,354) due to the departure one employee and the related costs for the taxable benefit deemed on the exercise of options by directors, consultants, and employees in fiscal 2008.  Filing and Transfer Agent Fees, Office and Miscellaneous, Office rent, Telephone and Travel costs all remained about the same as in Fiscal 2008.



Interest income for the year was $173,848 which was lower than the $209,308 recorded in the prior fiscal year due to the decrease in the prime interest rate during the current year.  All of the Companys funds are held by the Companys chartered bank in Canada, and all deposit certificates currently held are fully redeemable at any time, with the interest rates tied to the prime interest rate of the bank.



Year Ended 1/31/2008 vs. Year Ended 1/31/2007



During the year, the Company continued work on the feasibility study on the Morrison project. Work included floatation and grinding testwork, milling studies, and completion of the Geotechnical and Hydrogeology drill programs.



The net loss for the year ended January 31, 2008 was ($2,221,907), or ($0.23) per share, compared to a loss of ($1,365,664), or ($0.17) per share for the year ended January 31, 2007. The higher loss in the current year included an increase in Stock-based Compensation expense of ($1,248,170) compared to ($587,478) in the prior year, with the increase due to additional stock options granted during the year; An increase in Investor Relations - Related Party to ($409,153) from ($246,124) was due to a one-time bonus to the directors directly involved in the raising of funds; Travel rose to ($93,374) from ($50,414) due to increased promotional activity; Office and Miscellaneous rose to ($109,971) from ($77,615) due to higher insurance costs; Professional Fees increased to ($162,835) from ($151,792) due to the higher legal fees related to the Hearne Hill property suit; Filing and Transfer Agent Fees increased to ($84,144) from ($62,261) which was related to the payment of initial listing fees to the American Stock Exchange; Foreign Exchange Loss rose to ($50,217) from ($34,823) due to unfavorable changes in the Canadian/$US dollar exchange rates; and Wages and Benefits increased to ($49,354) from ($6,082) due to the change in status of one investor relations consultant and the related costs for the taxable benefit deemed on the exercise of options by directors, consultants, and employees.



Interest income for the year was $209,308, which was higher than the $139,136 recorded in the prior fiscal year due to higher cash balances during the current year. All of the Companys funds are held by the Companys chartered bank in Canada, and all deposit certificates currently held are fully redeemable at any time, with the interest rates tied to the prime interest rate of the bank.







36







Year Ended 1/31/2007 vs. Year Ended 1/31/2006



During the year, the Company continued work on the feasibility study on the Morrison project. Work included pit design and optimization studies, metallurgical testing, environmental studies, as well as to update mineral resource estimates.



The net loss for the year ended January 31, 2007 was ($1,365,664), or ($0.17) per share, compared to a loss of ($8,883,273), or ($1.41) per share, in the year ended January 31, 2006. The higher loss in the prior year included the write-off of the acquisition and deferred exploration on the Hearne Hill property of ($7,851,288) as the Company focused its current work on the Morrison property. The current years General and Administrative Expense totaled ($1,504,800) compared to ($1,045,363) in the prior year. Higher expenses included Directors fees of ($14,000) compared to zero, as the Company began compensating its independent directors for attendance at board at committee meetings; Investor Relations fees rose to ($73,140) from ($43,658), Investor Relations  Related party increased to ($246,124) from ($119,279), and Shareholder Information and Promotion rose to ($117,964) from ($44,249), as the Company increased its investor relations activities for fund raising; Filing and Transfer Agent Fees increased to ($62,261) from ($30,131), which was related to the cost of the Companys Private Placement; Office and Miscellaneous increased to ($77,615) from ($61,850) due to increased office activity; Office Rent rose to ($67,930) from ($58,848) due to higher rental rates on the head office; Professional Fees totaled ($151,792) compared to ($104,044) in the prior year due to higher legal fees related to the Hearne Hill property lawsuit; Stock-based Compensation rose to ($587,478) from ($417,757) related to the issuance of common stock options under the Companys Stock Option Plan; and the Company recorded a Gain on Settlement of Debt of $50,000 in the current year as management was able to negotiate a discount on the debt owed to Falconbridge for the Morrison Property acquisition for early payment. Interest Income was $139,136 compared to $13,378 in the prior year, with the increase related to higher cash balances in the current fiscal year.



Liquidity and Capital Resources



The Companys working capital position as of January 31, 2009, the end of the most recent fiscal year, was $6,143,748.  Subsequent to the year end through July 1st, the Company has not issued any common shares pursuant to the exercise of warrants or pursuant to the exercise of stock options.  Combined with the Companys working capital as of January 31, 2009, the funds raised by the anticipated exercises of options are expected to be sufficient for the fiscal 2010 budgeted amounts of $2,500,000 for the ongoing work on the Morrison project and fiscal 2010s estimated General and Administrative expenses of $2,500,000.



Although the Company currently has sufficient working capital for its planned property expenditures and general and administrative expenses for fiscal 2010, the Company has no cash flow from operations, and additional funds will be required for fiscal 2011. The Companys ability to continue as a going concern depends upon its ability to raise additional funds to meet its business objectives. If the Company is unable to raise additional funds to meet its requirements, it may be forced to suspend the work process, or cease operations altogether.



Additional funding will be necessary to fund any development.  Specific funding requirements are dependent upon the mine plans of the feasibility study and at this time management cannot predict the amount of funds needed or the timing of any equity and/or debt financings.







37







The Company has financed its operations through the issuance of common shares. The following private placements have been completed in the last 5 fiscal years.



Table No. 4

Private Placements



|Fiscal Year
Ended
January 31 | Type of Share Issuance | Number of Common Shares Issued | Price  | Total Proceeds
|---------------------------- | ---------------------- | ------------------------------ | ------ | --------------
|                             |                        |                                |        |               
|2005                         | Private Placement      | 300,000                        | $
3.85 | $
1,155,000   
|                             | Private Placement      | 23,000                         | 4.00   | 92,000        
|                             | Private Placement      | 115,000                        | 4.00   | 460,000       
|                             | Private Placement      | 82,500                         | 4.00   | 330,000       
|                             | Private Placement      | 77,030                         | 4.15   | 319,674       
|                             |                        |                                |        |               
|2006                         | Private Placement      | 228,000                        | $
4.15 | $
946,200     
|                             | Private Placement      | 520,450                        | $
4.00 | 2,081,800     
|                             |                        |                                |        |               
|2007                         | Private Placement      | 970,200                        | $
4.00 | $
3,880,800   
|                             | Private Placement      | 500,000                        | $
5.00 | $
2,500,000   
|                             |                        |                                |        |               
|2008                         | None                   | Nil                            | Nil    | Nil           
|                             |                        |                                |        |               
|2009                         | None                   | Nil                            | Nil    | Nil           



Year Ended January 31, 2009



The Companys Working Capital as of January 31, 2009 was $6,143,748.  During the year, Operating Activities used cash of ($614,664).  In addition to the fiscal years net loss of ($2,229,730), other non-cash charges included Stock-based Compensation of ($1,738,125) and Amortization of $10,970.  Changes in non-cash working capital items included decrease in Receivables of ($15,017), increase in amounts owing to related parties which provided cash of ($1,000), decrease in Prepaids and Deposits of $7,129, and increase in Accounts Payable and Accrued Liabilities of $42,825.  Investing Activities used cash of ($4,240,665), which included cash used for Deferred Exploration of ($4,236,291) and Purchase of Equipment, Vehicles or Furniture of ($4,374).  Financing Activities provided cash of $6,382,712, with the entire amount from the Issuance of Capital Stock.



During the year, the Company issued 1,296,450 common shares. 101,250 common shares were issued pursuant to the exercise of stock options for proceeds of $406,562, and 1,195,200 common shares were issued pursuant to the exercise of warrants for proceeds of $5,976,150.







38







Year Ended January 31, 2008



The Companys Working Capital as of January 31, 2008 was $5,058,171. During the year, Operating Activities used cash of ($872,140). In addition to the fiscal years net loss of ($2,221,907), other non-cash charges included Stock-based Compensation of ($1,248,170) and Amortization of $14,979. Changes in non-cash working capital items included increase in Receivables of ($3,775), decrease in amounts owing to related parties which used cash of ($18,525), decrease in Prepaids and Deposits of $99,117, and increase in Accounts Payable and Accrued Liabilities of $9,801. Investing Activities used cash of ($3,204,399), which included cash used for Mineral Property Interests and Deferred Exploration of ($3,200,852) and Purchase of Equipment, Vehicles or Furniture of ($3,547). Financing Activities provided cash of $5,616,788, with the entire amount from the Issuance of Capital Stock.



During the year, the Company issued 1,292,900 common shares. 366,750 common shares were issued pursuant to the exercise of stock options for proceeds of $1,771,738, and 926,150 common shares were issued pursuant to the exercise of warrants for proceeds of $3,845,050.



Year Ended January 31, 2007



The Companys Working Capital as of January 31, 2007 totaled $3,748,025. Operating Activities used cash of ($992,627). In addition to the years net loss of ($1,365,664), other non-cash charges included Stock-based Compensation of $587,478, Amortization of $15,928, and Loss on Asset Disposal of $3,786. The Company also had the non-cash charge of Gain on Settlement of Debt of ($50,000) related to the discount for prepayment of the debt paid to Falconbridge for the final Morrison Property payment. Receivables increased by $(98,494), while Prepaids and Deposits rose by ($113,795), Accounts Payable increased ($9,781) and Amounts Owing to Related Parties rose by $18,353. Investing Activities used cash of ($2,300,297). Mineral Property Interests and Deferred Exploration Costs used cash of ($2,282,049), Proceeds from Sale of Equipment provided cash of $467, and Purchase of Property and Equipment used cash of ($18,715). Financing Activities provided cash of $6,868,225, with Issuance of Capital Stock providing cash of $8,318,225 Repayment of Long-Term Debt used cash of ($1,450,000) which was the final cash payment to Falconbridge under the Morrison acquisition agreement.



During the year, the Company issued 2,008,700 common shares. 970,200 were issued pursuant to a private placement at $4.00 per unit, with each unit consisting of one common share and one common share purchase warrant, for proceeds of $3,880,800; 500,000 common shares were issued pursuant to a private placement of units at $5.00 per unit for proceeds of $2,500,000, with each unit consisting of one share and one common share purchase warrant. The Company also issued 526,500 common shares pursuant to the exercise of common stock warrants for proceeds of $2,157,425, and issued 12,000 common shares pursuant to the exercise of common stock options for proceeds of $60,000.







39







US GAAP Reconciliation with Canadian GAAP



Mineral property interests and deferred exploration costs

Under Canadian GAAP, mineral property interests and deferred exploration costs, including acquisition and exploration costs, are carried at cost and written down if the properties are abandoned, sold or if management determines there to be an impairment in value.  Under United States GAAP, deferred exploration costs are expensed as incurred.  The Company also considers the provisions of EITF 04-02 Whether Mineral Rights are Tangible or Intangible Assets which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights.  Once a final feasibility study has been completed, additional costs incurred to bring the mine into production are capitalized as development costs.  Costs incurred to access ore bodies identified in the current mining plan after production has commenced are considered production costs and are expensed as incurred.  Costs incurred to extend production beyond those areas identified in the mining plan where additional reserves have been established are deferred as development costs until the incremental reserves are produced.  Capitalized costs are amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves.



Stock-based compensation

Under United States GAAP, effective February 1, 2006, the Company adopted SFAS No. 123 (revised), Share-Based Payment (SFAS 123(R)) utilizing the modified prospective approach.  The impact of adoption of the standard did not materially affect the Companys financial position, results of operations, or cash flows because the Company adopted the fair value method of accounting for stock options prescribed by SFAS 123, Accounting for Stock-Based Compensation on February 1, 2003.  The Companys results for the year ended January 31, 2007 were not significantly affected as a result of adopting SFAS 123(R) on February 1, 2006.



Under Canadian GAAP, the Company accounts for stock-based compensation using the fair value method.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended January 31, 2009, 2008 and 2007.



Contributed executive services

Pursuant to SAB Topic 1:B(1) and the last paragraph of SAB 5:T, the Company is required to report all costs of conducting its business.  Accordingly, for fiscal year ended January 31, 2006, the Company has recorded the fair value of contributed executive services provided to the Company at no cost as compensation expense, with a corresponding increase to contributed surplus, in the amount of $39,000.  Effective for the fiscal years ended January 31, 2009, 2008 and 2007, the Company is compensating directors for attendance at meetings and therefore no adjustment for fair value of contributed executive services is required.



Amortization of property equipment, vehicles and furniture

Under Canadian GAAP, the Company capitalizes the depreciation on fixed assets purchased for exploration work as part of the deferred exploration expenditures.  As this is a non-cash item, it is excluded from the cash flow in regards to the Investing activities.  Under United States GAAP, deferred exploration costs are expensed as incurred and therefore, the amortization on the property equipment, vehicles and furniture is shown as an operating activity, not an investing activity.



The reader is advised to consult Pacific Bookers audited annual financial statements for the year ended January 31, 2009, particularly Note 18, for quantification of the differences.







40





Variation in Operating Results



The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.



Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as noted in Note 18 to the financial statements.  The value of the Canadian Dollar in relationship to the US Dollar was $1.22 as of January 31, 2009.



Research and Development



The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.



Trend Information



The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Companys operations or financial condition.



Off-Balance Sheet Arrangements



Under the Agreement with Noranda (now Falconbridge Ltd., a unit of Xstrata Plc.) dated April 19, 2004, the Company is obligated to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Falconbridge on or before commencement of commercial production. If at the time of issuance the Companys common share price is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the value of the 250,000 common shares issued.  This amount is figured by the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.







41







Tabular Disclosure of Contractual Obligations



The Company currently owns a 100% interest in the Morrison Property.  The Companys remaining contractual obligation to Falconbridge is to issue 250,000 common shares at a minimum fair-value of $1,000,000 to Falconbridge on or before commencement of commercial production as discussed under Off-balance Sheet Arrangement above.



The Company leases its Vancouver office, which runs through October 31, 2010.  The Company also leases a vehicle which runs until October 26, 2009.



Table No. 5

Contractual Obligations

As of February 1, 2009



| |                             | Payments due by period
| | --------------------------- | ----------------------
| |                             |                       
| |                             |                       
| |                             |                       
| | Long-Term Debt Obligations  |                       
| | Capital Lease Obligations   |                       
| | Operating Lease Obligations |                       
| | Purchase Obligations        |                       
| | Other Long-Term Liabilities |                       





Item 6.  Directors, Senior Management and Employees



Table No. 6 lists as of 6/29/09 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  At the Annual and Extra-Ordinary General Meeting of Shareholders held on June 1, 2009, all the Directors were reelected for the next year. All Directors are citizens of Canada except Gregory Anderson, Mark Gulbrandson, and Dr. Dennis Simmons, who are citizens of the United States.



Table No. 6

Directors



| | Name               | Age | Date First Elected/Appointed
| | ------------------ | --- | ----------------------------
| | Gregory Anderson   | 53  | June 24, 2005               
| | William Deeks      | 76  | March 17, 1997              
| | Mark Gulbrandson   | 56  | June 24, 2005               
| | John J. Plourde    | 66  | December 30, 1999           
| | Dr. Dennis Simmons | 57  | November 29, 2006           
| | Erik Tornquist     | 61  | June 24, 2005               
| | William F. Webster | 65  | June 24, 2005               







42







Table No. 7 lists, as of 6/29/09, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada except Gregory Anderson, who is a citizen of the United States.



Table No. 7

Executive Officers



| | Name             | Position                | Age | Date of Appointment
| | ---------------- | ----------------------- | --- | -------------------
| | Gregory Anderson | President and CEO       | 53  | June 24, 2005      
| | Ruth Swan        | Chief Financial Officer | 52  | April 20, 2006     



Gregory Anderson was named President, Chief Executive Officer and a Director of the Company at the Annual & General Meeting held on June 24, 2005.  Mr. Andersons background includes corporate finance, investment and brokerage experience, including the last 22 years in mining company finance.  From 1997 until his appointment as an officer and director with the Company, he owned GR Consulting, a private corporate consulting business, and assisted the Company with corporate finance and investor relations.  Mr. Anderson spends approximately 100% of his time on the Companys affairs.



Ruth Swan was named Chief Financial Officer of the Company on April 20, 2006. She has over 25 years of bookkeeping experience, with more than 20 years in the resource sector.  She has operated a bookkeeping service since 1986 and since 1996 has provided bookkeeping & financial reporting services to Pacific Booker, and spends approximately 60% of her time on the Companys affairs.



William Deeks, B.A.Sc., P.Eng., has extensive experience in the mining industry. He is a former senior vice-president of Noranda, Inc. and retired from Noranda in 1992 as Senior Vice-President, Global Business, although he continued as a part-time consultant for Noranda for International Affairs until 1996.  He is a past Chairman of the Business Industry Advisory Committee to the Organization for Economic Cooperation and Development, Paris and Chairman of Charles Tennant & Company (Canada) Limited, a chemical distributor.  He also serves as the Companys representative to the Mining Association of Canada, and served on the Associations 2004 Towards Sustainable Mining (TSM) Governance Committee, and was Chair of the 2005 Trade Policy Committee.  Mr. Deeks is retired, but spends approximately 20% of his equivalent time on the Companys affairs.



Mark Gulbrandson is the Owner and Chief Executive Officer of Apple Auto Group, a multi-location car dealership located in the Twin Cities area of Minnesota.  Mr. Gulbrandson has owned Apple Auto since 1993.  It currently employs over 300 people and is one of the top 100 Ford dealers in the United States.  Mr. Gulbrandson spends approximately 10% of his time on the Companys affairs, with the remainder of his time spent on Apple Auto Group business.







43





John Plourde has over 30 years of investor relations and fund raising experience with various public companies.  Mr. Plourde handles investor relations for the Company.  Mr. Plourde spends approximately 100% of his time on the Companys affairs.



Dr. Dennis Simmons is Dentist in private practice, General Dentistry.  He received his BS, D.D.S from the University of Minnesota in 1972.  He is a member of the American Dental Association, Academy of General Dentistry, American Academy of Cosmetic Dentistry, American Academy of Implant Dentistry, International Congress of Oral Implantology, and Academy of Laser Dentistry.  Dr. Simmons spends approximately 5% of his time on the Companys affairs.



Erik A. Tornquist is an Applied Science Technologist with over 30 years of experience in Natural Gas Operations, Engineering, International Project Management, Human Resources and Training.  He has held various management positions with Terasen Gas and Terasen International, most recently as Vice-President of Human Resources and Training for Canadian Energy Services in the Sultanate of Oman.  Mr. Tornquist has completed the PUBCO course for establishing and managing public companies at Simon Fraser University.  He is currently working on the Companys Morrison project, and devotes approximately 100% of his time to the Companys affairs.



William F. Webster has 40 years of experience in financial management, investment sales and corporate finance.  He held financial positions with several major Canadian bank and brokerage firms from 1965 to 1997.  Since 1997, he has been self-employed with his own private companies, including market investor, resource developer and property manager.  He devotes approximately 5% of his time to the Companys affairs, with the remainder of his time spent on his self-employed business pursuits.



No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer.  No members of the Board of Directors are related.



COMPENSATION



At the Annual Meeting held on June 26, 2006, the Company agreed to compensate those directors not actively involved with Company operations $500 per meeting which they attend, retroactive to June 24, 2005, in their capacity as Directors.  Certain Directors have been compensated for consulting and expert services during the most recently completed fiscal year.









44







At the Companys Annual and Extra-Ordinary General Meeting of Shareholders held on June 1, 2009, shareholders approved the adoption of the Companys new Stock Option Plan dated June 1, 2009 (the Plan).  The purpose of the Plan is to assist the Company in compensating, attracting, retaining and motivating personnel, including directors, officers and service providers.  The Plan is discussed in ITEM #10, "Stock Options".



Table No. 8 sets forth the compensation paid to the Companys executive officers and members of its administrative body during the last three fiscal years.



Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted





|Name                                                                | Fiscal
Year    | Salary         | Options Granted       | Directors
Fees       | Other Compensation               
|------------------------------------------------------------------- | -------------- | -------------- | --------------------- | --------------------- | ---------------------------------
|                                                                    |                |                |                       |                       |                                  
|Gregory Anderson
CEO, President and Director                        | 2009
2008
2007 | None
None
None | 92,500
76,800
35,000  | None
None
None        | $129,371 (1)
$227,153
$125,624   
|                                                                    |                |                |                       |                       |                                  
|William Deeks
Chairman and Director                                 | 2009
2008
2007 | None
None
None | 70,000
49,900
22,000  | $3,500
$3,500
$4,500  | None
None
None                   
|                                                                    |                |                |                       |                       |                                  
|Ruth Swan,
Chief Financial Officer
and Corporate Secretary          | 2009
2008
2007 | None
None
None | 10,030
11,827
50,000  | N/A
N/A
N/A           | $  29,873 (2)
$  28,305
$  29,205
|                                                                    |                |                |                       |                       |                                  
|Michael Mews
Former Chief Financial Officer and Corporate Secretary | 2007           | None           | None                  | N/A                   | $  23,000 (3)                    
|                                                                    |                |                |                       |                       |                                  
|John Plourde,
Director                                              | 2009
2008
2007 | None
None
None | 92,500
76,800
35,000  | None
None
None        | $132,000 (4)
$182,000
$120,000   
|                                                                    |                |                |                       |                       |                                  
|Mark Gulbrandson,
Director                                          | 2009
2008
2007 | None
None
None | 70,000
49,900
22,000  | $3,000
$3,000
$4,500  | None
None
None                   
|                                                                    |                |                |                       |                       |                                  
|Dr. Dennis Simmons,
Director                                        | 2009
2008
2007 | None
None
None | 70,000
49,900
100,000 | $3,000
$2,500
$   500 | None
None
None                   
|                                                                    |                |                |                       |                       |                                  
|Erik Tornquist,
Director                                            | 2009
2008
2007 | None
None
None | 92,500
76,800
35,000  | None
None
None        | $  88,500 (5)
$  78,000
$  77,050
|                                                                    |                |                |                       |                       |                                  
|William Webster,
Director                                           | 2009
2008
2007 | None
None
None | 70,000
49,900
22,000  | $3,500
$3,500
$4,500  | None
None
None                   







45







(1)

The Other Compensation for Gregory Anderson, President and CEO, is for investor relations services performed for the Company. A bonus of $100,000 was paid to Mr. Anderson in June 2007.

(2)

The Other Compensation for Ruth Swan, Chief Financial Officer, is for accounting and management services.

(3)

The Other Compensation for Michael Mews, former Chief Financial Officer and Corporate Secretary, is for consulting services.

(4)

The Other Compensation listed for John Plourde, Director, relates to investor relations work performed for the Company. A bonus of $50,000 was paid to Mr. Plourde in June 2007.

(5)

The Other Compensation listed for Erik Tornquist, Director, is for consulting services related to the Feasibility Study on the Morrison project.



No funds were set aside or accrued by the Company during Fiscal 2009 to provide pension, retirement or similar benefits for Directors or Executive Officers.



Staffing



The Company currently has one employee and 2 executive officers. The Companys employee is a Reception/Office Assistant in the Vancouver office who provides reception and clerical assistance.



The Company contracts for certain services, including investor relations and bookkeeping, as well as exploration personnel and camp support services, as needed.



The Company has contracted with a highly experienced geological team of consultants to conduct field work related to its ongoing Feasibility Study on the Morrison project, as well as certain consultants in the Vancouver Office who provide project management assistance.



Share Ownership



The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.



Table No. 9 lists, as of 6/30/2009, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.





46





Table No. 9

Shareholdings of Directors and Executive Officers



| | Title
of
Class | Name of Beneficial Owner | Amount and Nature
of Beneficial
Ownership | Percent
of
Class
| | -------------- | ------------------------ | ----------------------------------------- | ----------------
| |                |                          |                                           |                 
| | Common         | Gregory Anderson (1)     | 434,400                                   | 3.73%           
| | Common         | Ruth Swan (2)            | 102,965                                   | 0.90%           
| | Common         | William Deeks (3)        | 288,900                                   | 2.49%           
| | Common         | Mark Gulbrandson (4)     | 498,996                                   | 4.30%           
| | Common         | John Plourde (5)         | 743,679                                   | 6.37%           
| | Common         | Dennis Simmons (6)       | 670,804                                   | 5.79%           
| | Common         | Erik Tornquist (7)       | 348,820                                   | 2.99%           
| | Common         | William Webster (8)      | 386,310                                   | 3.33%           
| |                |                          |                                           |                 
| |                | Total Directors/Officers | 3,474,874                                 | 26.51%          



(1)

Of these shares, 244,612 represent currently exercisable share purchase options. An additional 34,688 options have been granted but not yet vested.

(2)

Of these shares, 88,095 represent currently exercisable share purchase options. An additional 3,762 options have been granted but not yet vested.

(3)

Of these shares, 215,650 represent currently exercisable share purchase options. An additional 26,250 options have been granted but not yet vested.

(4)

Of these shares, 215,650 represent currently exercisable share purchase warrants. An additional 26,250 options have been granted but not yet vested.

(5)

Of these shares, 274,612 represent currently exercisable share purchase options. An additional 34,688 options have been granted but not yet vested.

(6)

Of these shares, 181,150 represent currently exercisable share purchase options. An additional 38,750 options have been granted but not yet vested.

(7)

Of these shares, 269,612 represent currently exercisable share purchase options. An additional 34,688 options have been granted but not yet vested.

(8)

Of these shares, 215,650 represent currently exercisable share purchase options. An additional 26,250 options have been granted but not yet vested.



#   Based upon 11,400,289 shares outstanding as of 6/30/09 and stock options and warrants held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, Stock Options Outstanding below.



Board Practices



The Board of Directors currently has 4 committees. These are the Audit and Finance Committee, the Corporate Governance Committee, the Disclosure Committee, and the Compensation Committee.



The Audit and Finance Committee assists the Board in fulfilling its responsibility for the oversight and quality and integrity of the accounting, auditing, reporting practices, systems of internal accounting and financial controls, the annual independent audit, and the legal and compliance and ethics programs of the CFO as established by management and the Board.  The Committee is required to meet once per quarter, and shall consist of at least three directors, the majority of whom will be non-officers.  The Committee currently consists of William Deeks, Mark Gulbrandson, Dennis Simmons, and William Webster.







47







The Corporate Governance Committee identifies individuals qualified to become board members, recommend director nominees for each annual meeting, recommend to the Board a set of corporate governance standards in the conduct and the business and affairs of the Company, and develop and oversee the annual Board and Board Committee evaluation process.  The Committee shall consist of at least 2 Directors, and currently consists of William Deeks, Mark Gulbrandson, Dennis Simmons, and William Webster.



The Disclosure Committee reviews the required disclosure documents and that the Company is meeting all applicable disclosure rules and regulations within the time periods specified.  The Committees duties include the review and completion of the Form 20-F Annual Report to be filed 6 months after the Companys fiscal year end.  The Disclosure Committee currently consists of William Webster and John Plourde.



The Compensation Committee recommends and reviews the amount of compensation paid to management and directors. The Committee also administers the equity compensation plans and proposes the granting of incentive stock options for review and approval by the Board.  The Committee prepares the report on annual compensation for the proxy statement and any other report required by law.  The Compensation Committee currently consists of William Deeks, Mark Gulbrandson, Dennis Simmons, and William Webster.





Item 7.  Major Shareholders and Related Party Transactions



The Company is aware of two persons/companies who beneficially owns 5% or more of the Registrant's voting securities. Table No. 10 lists as of 6/30/09, the persons and/or companies holding 5% or more beneficial interest in the Companys outstanding common stock.



Table No. 10

5% or Greater Shareholders



| | Title
of
Class | Name of Beneficial Owner | Amount and Nature
of Beneficial
Ownership | Percent
of
Class
| | -------------- | ------------------------ | ----------------------------------------- | ----------------
| |                |                          |                                           |                 
| | Common         | John Plourde (1)         | 743,679                                   | 6.37%           
| | Common         | Dennis Simmons (2)       | 670,804                                   | 5.79%           



(1)

Of these shares, 274,612 represent currently exercisable share purchase options. An additional 34,688 options have been granted but not yet vested.

(2)

Of these shares, 181,150 represent currently exercisable share purchase options. An additional 38,750 options have been granted but not yet vested.



Based on 11,400,289 shares outstanding as of 6/30/2009 and stock options and warrants held by each beneficial holder exercisable within sixty days.



No shareholders of the Company have different voting rights from any other shareholder.







48







INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS



Gregory Anderson, President, CEO and Director, was paid $129,371 (2008 - $127,153; 2007 - $125,624) for investor relations activities.  During Fiscal 2008, he also received a $100,000 bonus.



Erik Tornquist, Director, was paid $88,500 (2008 - $78,000; 2007 - $77,050) for consulting services on the Morrison Project.



Guo-rong Wang, spouse of Erik Tornquist, Director, was paid $28,281 (2008 - $26,130; 2007 - $19,604) as an Administrative Assistant.



John Plourde, Director, was paid $132,000 (2008 - $132,000; 2007 - $120,500) for Investor Relations activities.  During Fiscal 2008, he also received a $50,000 bonus.



Michael Mews, former Chief Financial Officer and Corporate Secretary, was paid $Nil (2008 - $Nil; 2007 - $23,000) for general consulting work.



Item 8.  Financial Information



The financial statements as required under ITEM #8 are attached hereto and found immediately following the text of this Annual Report.  The audit report of Cinnamon Jang Willoughby & Company, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.



There have been no significant changes of financial condition since the most recent financial statements dated January 31, 2009, other than described below:



During Fiscal 2010 (up to and including July 1st), the Company has issued no common shares pursuant to the exercise of warrants or pursuant to the exercise of stock options.



Item 9.  Offer and Listing of Securities



As of January 31, 2009, the authorized capital of the Company consisted of 100,000,000 common shares.  There were 11,400,289 shares issued and outstanding as of June 30, 2009.







49







NATURE OF TRADING MARKET



The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Trust Company of Canada.  Computershare is located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, V6C 3B9.



On 6/30/09, the shareholders' list for the Company's common shares showed 141 registered shareholders, including depositories, and 11,400,289 shares issued and outstanding. Of the total shareholders, 76 are resident in Canada holding 7,724,645 common shares representing 67.76% of the total shares outstanding; 64 shareholders are resident in the United States holding 3,635,644, or 31.89% of the total shares outstanding; and 1 shareholder is resident in other nations, holding 40,000 common shares, or 0.35% of the total shares outstanding.



The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.



The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.



The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is BKM, and on the NYSE Amex Stock Exchange in New York, New York, under the symbol PBM. The CUSIP number is 69403R108.



Table No. 11a lists the volume of trading and high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for the last twelve fiscal quarters. There have been no significant trading suspensions of the Companys common stock during the prior three years.



Table No. 11a

TSX Venture Exchange

Common Shares Trading Activity



| |                              | - Sales -       
| | ---------------------------- | ----------------
| |                              | Canadian Dollars
| | Period                       | High            
| |                              |                 
| | June 2009                    | $5.93           
| | May 2009                     | $5.80           
| | April 2009                   | $6.14           
| | March 2009                   | $7.20           
| | February 2009                | $7.25           
| | January 2009                 | $6.70           
| |                              |                 
| | Three Months Ended   4/30/09 | $7.25           
| | Three Months Ended   1/31/09 | $6.70           
| | Three Months Ended 10/31/08  | $7.04           
| | Three Months Ended   7/31/08 | $8.87           
| |                              |                 
| | Three Months Ended   4/30/08 | $11.10          
| | Three Months Ended   1/31/08 | $12.09          
| | Three Months Ended 10/31/07  | $13.00          
| | Three Months Ended   7/31/07 | $12.21          
| |                              |                 
| | Three Months Ended   4/30/07 | $12.30          
| | Three Months Ended   1/31/07 | $8.50           
| | Three Months Ended 10/31/06  | $8.80           
| | Three Months Ended   7/31/06 | $8.72           
| |                              |                 
| | Fiscal Year Ended 1/31/09    | $11.10          
| | Fiscal Year Ended 1/31/08    | $13.00          
| | Fiscal Year Ended 1/31/07    | $8.80           
| | Fiscal Year Ended 1/31/06    | $4.75           
| | Fiscal Year Ended 1/31/05    | $5.00           







50







Table No. 11b lists the volume of trading and high, low and closing sales prices on the American Stock Exchange for the Company's common shares since its listing on August 8, 2007.



Table No. 11b

NYSE Amex Stock Exchange

Common Shares Trading Activity



| |                              | - Sales -            
| | ---------------------------- | ---------------------
| |                              | United States Dollars
| | Period                       | High                 
| |                              |                      
| | June 2009                    | $  5.99              
| | May 2009                     | $  5.25              
| | April 2009                   | $  5.27              
| | March 2009                   | $  5.94              
| | February 2009                | $  5.76              
| | January 2009                 | $  5.61              
| |                              |                      
| | Three Months Ended   4/30/09 | $  5.94              
| | Three Months Ended   1/31/09 | $  5.61              
| | Three Months Ended 10/31/08  | $  6.91              
| | Three Months Ended   7/31/08 | $  9.20              
| | Three Months Ended   4/30/08 | $11.00               
| | Three Months Ended   1/31/08 | $12.60               
| | Three Months Ended 10/31/07  | $12.70               
| |                              |                      
| | Fiscal Year Ended 1/31/09    | $11.00               
| | Fiscal Year Ended 1/31/08    | $12.70               



Table No. 12 lists, as of 6/30/09, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.



Table No. 12

Share Purchase Warrants Outstanding



|Number of Share Purchase Warrants Outstanding | Exercise Price/share | Expiration Date
|--------------------------------------------- | -------------------- | ---------------
|No Warrants Outstanding                       |                     



American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable







51







The TSX Venture Exchange



The TSX Venture Exchange (TSX-V) is a result of the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.



The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.



The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the Toronto Stock Exchange which is Canadas senior market and the Montreal Exchange which is Canadas market for derivatives products.



The TSX-V currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal.  These service centers provide corporate finance, surveillance and marketing expertise.  The corporate office for the TSX-V is located in Calgary and the operations office is located in Vancouver.



The TSX-V is a self-regulating organization owned and operated by the TSX Group.  It is governed by representatives of its member firms and the public.



The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX Venture Exchange policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established.  Listings are predominately small and medium sized companies.



Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Market Regulation Services Inc. (RS) which was created as a joint initiative of The Toronto Stock Exchange Inc. and the Investment Dealers Association of Canada.



RS is recognized as a self-regulatory entity in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec.  As a Regulation Service Provider, RS provides independent regulation services to marketplaces (existing exchanges, quotation and trade reporting systems (QTRSs) and alternative trading systems (ATSs) and their participants in Canada that contract with RS Inc. for the provision of regulation services.  As a national regulator for the Canadian marketplace, it is the first independent regulator of its kind for the Canadian securities market.



RS administers, oversees and enforces the Universal Market Integrity Rules (UMIR).  To ensure compliance with UMIR, RS monitors real-time trading operations and market-related activities of marketplaces and participants.  RS also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.







52







RS's areas of responsibility include Market Surveillance; Operations and General Counsel (Market Policy); and Investigations and Enforcement.



The Market Surveillance division monitors all securities trading for compliance with the Universal Market Integrity Rules and marketplace specific rules. Market Surveillance also investigates irregularities and complaints relating to trading on marketplaces for which RS acts as regulation services provider to ensure a fair and orderly marketplace for all participants. This division is responsible for market supervision, which includes monitoring trading activity and timely disclosure, as well as preliminary investigations and trade desk compliance.



The market surveillance department issues TSX-V notices to inform the public of halts, suspensions, delistings, and other enforcement actions.  All TSX-V notices can be found on the TSE/TSX website at www.tse.com.  In the public interest, trading halts or suspensions are maintained until the surveillance department is satisfied that there is adequate disclosure of the companys affairs and a level playing field for investors.  By Exchange policy, the department also reviews and approves certain types of transactions for all TSX listed companies.  These types of transactions includes option grants, private placements and other share issuances, mergers and acquisitions, property-asset acquisitions and dispositions, loans, bonuses and finders fees, changes of business, name changes, stock splits, and related party transactions.  If the Exchanges review of such transactions finds them to be contrary to the public interest or is in violation of policy, approval for the transaction will be denied and any action taken by the company towards the completion of the transaction must be reversed.



The Operations and General Counsel division is responsible for the development and implementation UMIR as well as providing interpretations of, or exemptions from, UMIR with the goal of promoting market integrity.  This division also coordinates all operational activities of RS including strategic planning and overall organizational matters.  Finally, the General Counsel's office of this division is responsible for all legal services and matters relating to RS's Board of Directors.



The Investigation and Enforcement division is responsible for conducting investigations and prosecutions of violations of the UMIR and Policies and market integrity and market quality rules specific to the TSX Venture Exchange.  Functions of this division include Investigations, Enforcement and Investigative Research.



a) Investigations

Investigations focus on activities that may be in breach of the UMIR and/or the rules of the TSX Venture Exchange.  The types of violations frequently investigated include high closings, market manipulation, client priority trading violations, unapproved trading, trading in restricted securities and conduct inconsistent with the just and equitable principles of trade.



Requests for investigations come primarily from the Market Surveillance division of RS. Other sources include the provincial securities commissions, the Operations and General Counsel division, marketplaces, and in some instances, the general public. Investigators also lend assistance to investigations conducted by provincial securities commissions.







53







b) Enforcement

Once an investigation is complete and a decision has been made to proceed with a prosecution a statement of allegations is served upon the concerned party which references the rule or rules alleged to have been in violation.  An Offer of Settlement is also presented to the concerned party, who can either accept or reject the Offer of Settlement.  If accepted, the Offer of Settlement must be approved by a hearing panel of RS.  The hearing panel may accept the Offer of Settlement or reject it.  If the Offer of Settlement is rejected by either the concerned party or by a settlement hearing panel, a Notice of Hearing is issued and served upon the concerned party and the matter proceeds to a hearing before a hearing panel.  If the hearing panel determines that an applicable requirement has been violated, it may impose a range of penalties, including a reprimand, a fine, or the restriction, suspension or revocation of access to a marketplace.  After all hearings, there is an official public notification concerning the outcome of the hearing and the penalty or remedy imposed.



c) Investigative Research

The Investigative Research Division performs in-depth corporate research relating to officers, directors, and significant shareholders of organizations applying to list securities on the TSX Venture Exchange, or applying to obtain access to the marketplace's trading systems.  Due diligence is a major function of the Enforcement division.  The overall goal is to improve communication and to raise the standards of compliance in the securities trading industry.



Investors in Canada are protected by the Canadian Investor Protection Fund (CIPF).  The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the Toronto Stock Exchange, the Toronto Futures Exchange and the Investment Dealers Association of Canada.



United States Market



The Companys common shares trade on the NYSE Amex Exchange under the symbol PBM. The shares began trading on the American Exchange on August 8, 2007.



LEGAL PROCEEDINGS



In April 2006, the Company was served with notice that a suit was filed against the Company in the British Columbia Supreme Court for breech of contract by Lorne Spence, an original optionor of the Hearne Hill property to the Company.  Mr. Spence's action seeks the return of certain mineral claims, or unspecified damages in the alternative.  Mr. Spence also sought to include the return of the Companys Morrison property as part of the suit.  In June 2007, the Supreme Court of British Columbia dismissed the application to include the Morrison property.  On April 20, 2009, the Company announced that a settlement had been reached with certain optionors of mineral claims in the Hearne Hill area, who had commenced an action against the Company in the BC Supreme Court in April 2006.  Pursuant to the settlement, the Company will retain the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the Hearne 1 Claim) and Mineral Tenure No. 242813 (the Hearne 2 Claim), which were transferred to the plaintiff optionors.  Pursuant to the settlement, no cash payment was made to the plaintiffs and all claims in the action have been dismissed.







54







In December 2008, the Company submitted a Statement of Claim against the Lake Babine Nation in response to the October 14, 2008 unexpected, damaging and allegedly defamatory press release by Chief Betty Patrick of the Lake Babine Nation (LBN), which followed a letter received by fax in regards to a consultation meeting received less than one hour earlier.  This press release was distributed to a wide array of investment and media outlets on the internet.  PBM requested a public retraction of the press release but no response was received from the LBN.  The Companys Board saw no way out of the dilemma created by the LBN press release other than to leave the defamation and damages issues to the courts and otherwise act in good faith to consult with the LBN in the ongoing environmental assessment process.  In March 2009, the LBN submitted a Statement of Defence to the court.



The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.





Item 10.  Additional Information



Share Capital



The Company has financed its operations through the issuance of common shares through private placement, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Companys share capital during the last 3 fiscal years are as follows:



During Fiscal 2009 ended January 31, 2009, the Company issued 1,195,200 common shares pursuant to the exercise of warrants for proceeds of $5,976,150, and issued 101,250 common shares pursuant to the exercise of stock options for proceeds of $406,562.  There were no private placements completed during Fiscal 2009.



During Fiscal 2008 ended January 31, 2008, the Company issued 926,150 common shares pursuant to the exercise of warrants for proceeds of $3,845,050, and issued 366,750 common shares pursuant to the exercise of stock options for proceeds of $1,711,738. There were no private placements completed during Fiscal 2008.



During Fiscal 2007, the Company completed two private placements of common shares. In April 2006, the Company completed the sale of 970,200 common share units at a price of $4.00 per unit for gross proceeds of $3,880,800. Each unit consisted of one common share and one common stock purchase warrant to purchase an additional share at a price of $4.50 expiring on April 11, 2008. No finder's fee or commission were payable for this private placement. In August 2006, the Company completed the non-brokered private placement of 500,000 common share units at a price of $5.00 per unit. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable into one common share a price of $6.00 until July 28, 2008. The Company also issued 526,500 common shares pursuant to the exercise of warrants for proceeds of $2,157,425, and issued 12,000 common shares pursuant to the exercise of stock options for proceeds of $60,000.





55







Flow-Through Shares



The Company has historically funded a portion of its mineral exploration activities within Canada through the issuance of Flow-Through Common Shares. Section 66 of the Income Tax Act of Canada allows for investment tax credits, at a rate of 15%, applicable to certain mining exploration expenses in Canada pursuant to a Flow-through share issuance agreement. Common shares of exploration companies which are issued under the program are known as Flow-Through shares as the Company making the qualified expenditures flow-through such tax credits received to the purchasers of these specific common shares. A Flow-through share investor could apply this tax credit to reduce his or her Canadian Federal income tax payable. In order to apply for the credits, the flow-through shareholder must be resident in Canada and subject to Canada Federal Income Tax for the taxation year in which the credit is being claimed.



The mining exploration expenses that qualify for the investment tax credit under the Flow-through program must be incurred in the scope of mining exploration activities conducted from or above the ground surface in order to determine the existence or location of mineral materials. These minerals include the deposit of common metals or the deposit of minerals for which the Minister of Natural Resources has stated that the principal mineral extract is an industrial mineral contained in a non-stratified deposit. The mining exploration activities that qualify include expenses incurred in order to determine the existence, location, extent, or quality of a mineral resource in Canada, including the prospector costs, the geological, geophysical or geochemical study costs, the costs of steelhead or diamond drilling, by hammering or other methods, and the costs of digging trenches. It is not intended for expenses related to existing mines.



During Fiscal 2005 ended January 31, 2005, the Company sold flow-through common shares for proceeds of $25,024. No flow-through common shares were sold in fiscal 2006, 2007, 2008, or 2009 ended January 31.



Shares Not Representing Capital



-No Disclosure Necessary-



Shares Held By Company



-No Disclosure Necessary-







56







Stock Options



Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange (the Exchange).



At the Companys Annual and Extra-Ordinary Meeting held on June 1, 2009, Shareholders approved a new Stock Option Plan dated June 1, 2009 (The Plan).  Under the Plan, the Company may issue Stock options for up to 20% of the common shares outstanding at the effective date of the Plan, or 2,280,058 common shares.  The Plan provides that eligible persons thereunder include any director, officer, employee (full or part-time), consultant or management company employee of the Company or any affiliate of the Company designated by the directors under the Plan.  The definition of consultant is the same as that contained in the policies of the Exchange.



The Plan will be administered by the board of directors or a committee thereof.  The board of directors will have the authority to determine, among other things, the persons to whom options are granted and the number of such options.  At the time an option is granted, the board will also determine the exercise price of the option which, subject to a minimum price of $0.10, shall be equal to the closing price of the common shares on the Exchange on the day immediately preceding the date of grant, and any vesting criteria or other restrictions with respect to the exercisability of the option.  At a minimum, unless the approval of the Exchange is received, options will vest in equal installments, either monthly, quarterly or bi-annually, at the discretion of the board, over a period of 18 months.  Subject to any restrictions contained in the Plan, the board may also impose such other terms and conditions as it shall deem necessary or advisable at the time of grant.



The term of the options will be determined by the board, but in any case must be no more than ten years from the date of grant.  Options are not transferable other than by will or the laws of descent and distribution.  If an optionee ceases to be an eligible person for any reason whatsoever, other than death or disability, the option (to the extent that it has vested at the time of termination) will terminate at the end of the period of time permitted for exercise of the Option (such period of time to not be in excess of six months), to be determined by the Board at the time of the grant of an Option, and be of no further force and effect.  If an optionee dies or is disabled, the optionee (or the legal representative of the optionee) may exercise the option (to the extent that it has vested) until the earlier of the first anniversary of the date of death or disability and the options expiration date.



The Plan provides that the maximum number of common shares which may be reserved for issuance to any participant pursuant to options may not exceed 5% of the common shares outstanding at the time of grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other option to purchase common shares under any other share compensation arrangement.  Under the Plan, the maximum number of common shares that may be issued to any participant, or to one insider and the insiders associates, within a one year period pursuant to option exercises may not exceed 5% of the outstanding issue.



The maximum number of common shares which may be reserved for issuance to all the insiders of the Company pursuant to share options is limited to 20% of the common shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to insiders under any other share compensation arrangement.



A copy of the Plan has been filed as an exhibit to this Annual Report.







57







The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 13 as of 6/29/2009, as well as the number of options granted to Directors and all employees as a group.



Table No. 13

Stock Options Outstanding

|Name                                               | Total
Number of
Options
Held              | Total
Number of
Options
Vested or
Vesting
Within
60 Days | CDN$
Exercise
Price                   | Expiration
Date                                                                         
|-------------------------------------------------- | ----------------------------------------- | -------------------------------------------------------- | ------------------------------------- | ----------------------------------------------------------------------------------------
|                                                   |                                           |                                                          |                                       |                                                                                         
|Gregory Anderson,
President, CEO and Director      | 75,000
35,000
54,300
22,500
92,500        | 75,000
35,000
54,300
22,500
57,812                       | $3.87
$5.25
$11.00
$11.55
$7.81       | October 13, 2009
June 27, 2011
July 3, 2012
July 30, 2012
June 23, 2013                 
|                                                   |                                           |                                                          |                                       |                                                                                         
|Ruth Swan,
Chief Financial Officer                 | 10,000
10,000
50,000
10,000
1,827
10,030  | 10,000
10,000
50,000
10,000
1,827
6,268                  | $3.87
$4.00
$6.20
$11.00
$11.55
$7.81 | October 13, 2009
October 4, 2010
April 20, 2011
July 3, 2012
July 30, 2012
June 23, 2013
|                                                   |                                           |                                                          |                                       |                                                                                         
|John Plourde, Director                             | 105,000
35,000
54,300
22,500
92,500       | 105,000
35,000
54,300
22,500
57,812                      | $3.87
$5.25
$11.00
$11.55
$7.81       | October 13, 2009
June 27, 2011
July 3, 2012
July 30, 2012
June 23, 2013                 
|                                                   |                                           |                                                          |                                       |                                                                                         
|William Deeks, Director                            | 50,000
50,000
22,000
34,300
15,600
70,000 | 50,000
50,000
22,000
34,300
15,600
43,750                | $3.87
$4.00
$5.25
$11.00
$11.55
$7.81 | October 13, 2009
October 4, 2010
June 27, 2011
July 3, 2012
July 30, 2012
June 23, 2013 
|                                                   |                                           |                                                          |                                       |                                                                                         
|Mark Gulbrandson, Director                         | 100,000
22,000
34,200
15,700
70,000       | 100,000
22,000
34,200
15,700
43,750                      | $4.00
$5.25
$11.00
$11.55
$7.81       | October 4, 2010
June 27, 2011
July 3, 2012
July 30, 2012
June 23, 2013                  
|                                                   |                                           |                                                          |                                       |                                                                                         
|Dennis Simmons, Director                           | 100,000
34,300
15,600
70,000              | 87,500
34,300
15,600
43,750                              | $7.00
$11.00
$11.55
$7.81             | November 29, 2011
July 3, 2012
July 30, 2012
June 23, 2013                              
|                                                   |                                           |                                                          |                                       |                                                                                         
|Erik Tornquist, Director                           | 100,000
35,000
54,300
22,500
92,500       | 100,000
35,000
54,300
22,500
57,812                      | $4.00
$5.25
$11.00
$11.55
$7.81       | October 4, 2010
June 27, 2011
July 3, 2012
July 30, 2012
June 23, 2013                  
|                                                   |                                           |                                                          |                                       |                                                                                         
|William Webster, Director                          | 100,000
22,000
34,300
15,600
70,000       | 100,000
22,000
34,300
15,600
43,750                      | $4.00
$5.25
$11.00
$11.55
$7.81       | October 4, 2010
June 27, 2011
July 3, 2012
July 30, 2012
June 23, 2013                  
|                                                   |                                           |                                                          |                                       |                                                                                         
|Total Officers and Directors
(8 persons)           | 1,930,357                                 |                                                          |                                       |                                                                                         
|Total Employees and Consultants
(6 persons)        | 135,000                                   |                                                          |                                       |                                                                                         
|Total Officers/Directors/Employees
And Consultants | 2,065,357                                 |                                                          |                                       |                                                                                         







58







Resolutions/Authorization/Approvals



-No Disclosure Necessary-



Memorandum and Articles of Association



The Company was originally incorporated under the Company Act of British Columbia on February 18, 1983. Due to changes to provincial laws, the Company was required to adopt new Articles of Incorporation under the new British Columbia Corporations Act.  At the Annual General Meeting of Shareholders held on July 16, 2004, the Company adopted amended Articles of Incorporation under the B.C. Corporations Act (the Act).



There are no restrictions on the business the company may carry on in the Articles of Incorporation.



Under the Companys articles and bylaws a director is not allowed to vote on any transaction or contract with the Company in which has a disclosable interest unless all directors have a disclosable interest in that transaction.



Part 16 of the Companys bylaws address the duties of the directors, including the borrowing powers. Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders, or as governed by the Act.



There are no age limit requirements pertaining to the retirement or non-retirement of directors.



A director need not be a shareholder of the Company.



The rights, preferences and restrictions attaching to each class of the Companys shares are as follows:



Common Shares



The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.







59







The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights and restrictions attached to any shares, but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each affected class consent thereto in writing, or unless a resolution consenting thereto is passed at a separate class meeting of the holders of the shares of each such class by a majority of three-fourths of the rest of such shares.



An annual general meeting shall be held once every calendar year at such time (not being more than 13 months after holding the last preceding annual meeting) and place as may be determined by the Directors.  The Directors may, as they see fit, to convene an extraordinary general meeting.  An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.



There are no limitations upon the rights to own securities.



There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.



There is no special ownership threshold above which an ownership position must be disclosed.



Material Contracts



The Company considers the following as material contracts, which have been entered into by the Company which are currently in effect:



1.

Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration (Now Falconbridge Ltd.) dated October 22, 1997.

2.

Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995.

3.

Agreement between the Company and Windbourne International Capita Management Ltd. dated June 15, 1995.

4.

Agreement between the Company and John Paul Stevenson dated November 23, 1998.

5.

Agreement between the Company and Rolland Joseph Menard dated July 9, 2001.

6.

Agreement between the Company and Noranda (Now Falconbridge Ltd.) on the Morrison Property dated April 19, 2004.



All of the Material Contracts have been previously filed as exhibits to the Companys 20-F Registration Statement.







60







EXCHANGE CONTROLS AND OTHER LIMITATIONS

AFFECTING SECURITY HOLDERS



Except as discussed in ITEM #9, the Company is not aware of any Canadian federal or provincial laws, decrees, or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-Canadian holders of the common shares.  There are no limitations on the right of non-Canadian owners to hold or vote the common shares imposed by Canadian federal or provincial law or by the charter or other constituent documents of the Company.



The Investment Canada Act(the "IC Act") governs acquisitions of Canadian business by a non-Canadian person or entity.  The IC Actrequires a non-Canadian (as defined in the IC Act) making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with the Investment Review Division of Industry Canada.  The IC Actprovides, among other things, for a review of an investment in the event of acquisition of "control" in certain Canadian businesses in the following circumstances:



1. If the investor is a non-Canadian and is a national of a country belonging to the North American Free Trade Agreement ("NAFTA") and/or the World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct acquisition having an asset value exceeding $179,000,000 is reviewable. This amount is subject to an annual adjustment on the basis of a prescribed formula in the IC Actto reflect inflation and real growth within Canada.  This threshold level does not apply in certain sections of Canadian industry, such as uranium, financial services (except insurance), transportation services and cultural services (i.e. the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution, sale or exhibition of film or video recordings on audio or video music recordings), to which lower thresholds as prescribed in the IC Actare applicable.



2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any direct acquisition having an asset value exceeding $5,000,000 and any indirect acquisition having an asset value exceeding $50,000,000 is reviewable.



3. If the investor is a non-Canadian and is NAFTA or WTO National, an indirect acquisition of control is reviewable if the value of the assets of the business located in Canada represents more than 50% of the asset value of the transaction or the business is involved in uranium, financial services, transportation services or cultural services (as set forth above).



Finally, certain transactions prescribed in the IC Actare exempted from review altogether.







61







In the context of the Company, in essence, three methods of acquiring control of a Canadian business are regulated by the IC Act: (i) the acquisition of all or substantially all of the assets used in carrying on business in Canada; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on business in Canada; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on business in Canada.



An acquisition of a majority of the voting shares of a Canadian entity, including a corporation, is deemed to be an acquisition of control under the IC Act.  However, under the IC Act, there is a rebuttable presumption that control is acquired if one-third of the voting shares of a Canadian corporation or an equivalent undivided interest in the voting shares of such corporation are held by a non-Canadian person or entity.  An acquisition of less than one-third of the voting shares of a Canadian corporation is deemed not to be an acquisition of control.  An acquisition of less than a majority, but one-third or more, of the voting shares of a Canadian corporation is presumed to be an acquisition of control unless it can be established that, on the acquisition, the Canadian corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated Canadian entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.



In addition, if a Canadian corporation is controlled by a non-Canadian, the acquisition of control of any other Canadian corporation by such corporation may be subject to the prior approval of the Investment Review Division, unless it can be established that the Canadian corporation is not in fact controlled by the acquirer through the ownership of voting shares.



Where an investment is reviewable under the IC Act, the investment may not be implemented unless it is likely to be of net benefit to Canada.  If an applicant is unable to satisfy the Minister responsible for Industry Canada that the investment is likely to be of net benefit to Canada, the applicant may not proceed with the investment.  Alternatively, an acquirer may be required to divest control of the Canadian business that is the subject of the investment.



In addition to the foregoing, the IC Actprovides for formal notification under the IC Actof all other acquisitions of control by Canadian businesses by non-Canadian investors.  The notification process consists of filing a notification within 30 days following the implementation of an investment, which notification is for information, as opposed to review, purposes.



TAXATION



The following summary of the material Canadian federal income tax consequences generally applicable in respect of the common stock reflects the Companys opinion.  The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.  This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arms length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.







62







This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or ITA)and the Canada-United States Tax Convention (the Tax Convention) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.



Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.



CANADIAN INCOME TAX CONSEQUENCES

Disposition of Common Stock.



The summary below is restricted to the case of a holder (a Holder) of one or more common shares (Common Shares) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arms length with the Company.



Dividends



A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.



Disposition of Common Shares



A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted taxable Canadian property as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arms length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.







63







A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.



A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.



UNITED STATES FEDERAL INCOME TAX CONSEQUENCES



The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.







64







U.S. Holders



As used herein, a (U.S. Holder) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.



Distribution on Common Shares of the Company



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holders United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.



In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.







65







Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.



Under current Treasury Regulations, dividends paid on the Companys common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Companys common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.



Foreign Tax Credit



For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Dividends distributed by the Company will generally constitute passive income or, in the case of certain U.S. Holders, financial services income for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.







66







Disposition of Common Shares of the Company



A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



Other Considerations



In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.



Foreign Personal Holding Company



If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Companys gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.



The Company does not believe that it currently has the status of a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States



domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.







67







Passive Foreign Investment Company



As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which is held for the purpose of producing passive income.



Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations.  These rules do not apply to non-U.S. shareholders.  Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is passive income, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion.  Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.



Controlled Foreign Corporation



A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporations tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a controlled foreign corporation under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFCs Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFCs earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was controlled) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.







68







The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holders federal income tax liability.



Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.



Statement by Experts



Not Applicable.



Documents on Display



All documents incorporated and referred by reference in this 20-F Annual Report may be viewed at the Companys Executive Office located at #1702  1166 Alberni Street, Vancouver, British Columbia.



Item 11.  Disclosures about Market Risk



The companys mineral properties are all currently at the exploration stage and the Companys operations are limited to exploring those properties. Therefore, Pacific Bookers market risks are minimal.



Competitive Environment



The Company competes with other mining companies for exploration properties, joint venture agreements and for the acquisition of attractive gold companies.  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.



Item 12.  Description of Other Securities



Not Applicable



Part II



Item 13.  Defaults, Dividend Arrearages and Delinquencies



Not Applicable



Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds



Not Applicable







69







Item 15.  Controls and Procedures



Disclosure Controls and Procedures



The Companys management, including the President, has reviewed and evaluated the effectiveness of the Companys disclosure controls and procedures as of January 31, 2009.  Based on that review and evaluation, the President has concluded that the Companys disclosure controls and procedures are effective in providing management with all material information required to be disclosed in this annual report on a timely basis.



Managements Annual Report on Internal Control over Financial Reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting.  All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Managements framework for evaluating the effectiveness of its internal controls is based upon the criteria established in Internal Control Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



As at January 31, 2009, management assessed the effectiveness of our internal control over financial reporting and concluded that such internal control over financial reporting are effective and that there were no material weaknesses in our internal control over financial reporting.



Attestation Report of the Registered Accounting Firm.



This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only managements report in this Form 20-F Annual Report.



Changes in Internal Controls Over Financial Reporting



There has been no change in the Corporations internal control over financial reporting that occurred during the period covered by this Form 20-F, that has materially affected or is reasonably likely to materially affect, the Companys internal control over financial reporting.







70







Item 16.  Reserved



Item 16A.  Audit Committee Financial Expert



The Companys Audit Committee currently consists of four members, all of whom are financially literate.  William F. Webster meets the requirements of audit committee financial expert.  Mr. Webster is Independent as defined by the rules of the American Stock Exchange.



Item 16B.  Code of Ethics



The Board of Directors has adopted a written Code of Ethics. The Code of Ethics and Business Conduct applies equally to all employees, officers, directors, consultants, contractors, suppliers and others acting on behalf of the Company.  The Board also relies upon the selection of persons to and as directors, officers and employees who they consider to meet the highest ethical standards.



A copy of Pacific Bookers Code of Ethics and Business Conduct has been filed as an exhibit to the Company Fiscal 2006 20-F Annual Report.



Item 16C.  Principal Accountant Fees and Services



Table Number 14 discloses the fees billed to the Company by its independent auditors, Cinnamon Jang Willoughby & Company, Chartered Accountants, for Fiscal 2009 and 2008.



Table No. 14

Audit Fees Paid



|                   | Fiscal Year Ended
January 31, 2009 | Fiscal Year Ended
January 31, 2008
|------------------ | ---------------------------------- | ----------------------------------
|                   |                                    |                                   
|Audit Fees         | $ 36,750                           | $ 35,000                          
|Audit Related Fees | Nil                                | Nil                               
|Tax Fees           | Nil                                | Nil                               
|All Other Fees     | Nil                                | 752                               
|Total              | $ 36,750                           | $ 35,752                          





Item 16D.  Exemptions from Listing Standards for Audit Committees



Not Applicable



Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers



Not Applicable







71







Part III



Item 17.  Financial Statements



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 18 to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of Cinnamon Jang Willoughby & Company, Chartered Accountants, is included herein immediately preceding the financial statements.



Item 18.  Financial Statements



The Company has elected to provide financial statements pursuant to ITEM #17.



Item 19.  Exhibits



(A1)  The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of Cinnamon Jang Willoughby & Company, Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.



Audited Financial Statements



Independent Auditors Report, dated March 19, 2009



Balance Sheets at January 31, 2009 and 2008



Statements of Operations for the years ended January 31, 2009, 2008, and 2007.



Statements of Cash Flows for the years ended January 31, 2009, 2008, and 2007.



Notes to Financial Statements







72







(B)  Index to Exhibits:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|1.
Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|2.
Instruments defining the rights of holders of the securities being registered
***See Exhibit Number 1***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|3.
Voting Trust Agreements  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4.
Material Contracts (All previously filed)
1.
Option Agreement for Hearne Hill and Morrison between Booker Gold (now Pacific Booker Minerals) and Noranda Mining and Exploration (Now Falconbridge Ltd.) dated October 22, 1997.
2.
Agreement between the Company and KCC 167 Holdings Ltd. dated July 4, 1995.
3.
Agreement between the Company and Windbourne International Capita Management Ltd. dated June 15, 1995.
4.
Agreement between the Company and John Paul Stevenson dated November 23, 1998.
5.
Agreement between the Company and Rolland Joseph Menard dated July 9, 2001.
6.
Agreement between the Company and Noranda (Now Falconbridge Ltd.) on the Morrison Property dated April 19, 2004. | 
|5.
List of Foreign Patents  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|6.
Calculation of earnings per share  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|7.
Explanation of calculation of ratios  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|8.
List of Subsidiaries  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|9.
Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|10.
Other documents
Copy of Stock Option Plan dated June 1, 2009
Certifications of the Chief Executive Officer
Certification of the Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 







73

#

















PACIFIC BOOKER MINERALS INC.





FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)





YEAR ENDED JANUARY 31, 2009

























74









[pacificbooker20f2009002.jpg]

AUDITORS' REPORT

To the Shareholders of Pacific Booker Minerals Inc.:

We have audited the balance sheets of Pacific Booker Minerals Inc. (the Company) as at January 31, 2009 and 2008 and the statements of operations and cash flows for the years ended January 31, 2009, 2008 and 2007.  These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards.  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2009 and 2008 and the results of its operations and its cash flows for the years ended January 31, 2009, 2008 and 2007 in accordance with Canadian generally accepted accounting principles.



Cinnamon Jang Willoughby & Company



Chartered Accountants



Burnaby, BC, Canada

March 19, 2009



Comments by Independent Registered charted Accountants for U.S Readers on Canada-United States of America Reporting Differences



In the United States, the standards of the Public Company Accounting Oversight Board (United States) for auditors require the addition of an explanatory note when there are differences in accounting principles that have a material effect on the comparability of the Companys financial statements.  Application of accounting principles generally accepted in the United States would have affected deferred  exploration costs and shareholders deficiency as at January 31, 2009 and 2008 and the results of operations for the years then ended to the extent summarized in Note 18 to the financial statements.



Cinnamon Jang Willoughby & Company



Chartered Accountants

Burnaby BC, Canada

March 19, 2009



MetroTower II - Suite 900 - 4720 Kingsway, Burnaby, BC Canada V5H 4N2.  Telephone: +1 604 435 4317.  Fax: +1 604 435 4319.

HLB Cinnamon Jang Willoughby & Company is a member of [pacificbooker20f2009004.jpg]International.  A world-wide organization of accounting firms and business advisors





75

















PACIFIC BOOKER MINERALS INC.

BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT JANUARY 31



|                                             | 2009         | 2008        
|-------------------------------------------- | ------------ | ------------
|                                             |              |             
|ASSETS                                       |              |             
|                                             |              |             
|Current                                      |              |             
|Cash and cash equivalents                    | $
7,027,679  | $
5,500,296 
|Receivables                                  | 125,448      | 140,465     
|Prepaid expenses and deposits                | 27,908       | 35,037      
|                                             |              |             
|                                             | 7,181,035    | 5,675,798   
|                                             |              |             
|Mineral property interests(Note 5)           | 4,832,500    | 4,832,500   
|Deferred exploration costs (Note 6)          | 17,606,430   | 12,792,612  
|Equipment, vehicles and furniture (Note 7)   | 27,505       | 35,793      
|Reclamation deposits                         | 118,600      | 118,600     
|                                             |              |             
|Total assets                                 | $
29,766,070 | $
23,455,303
|                                             |              |             
|                                             |              |             
|LIABILITIES AND SHAREHOLDERS' EQUITY         |              |             
|                                             |              |             
|Current                                      |              |             
|Accounts payable and accrued liabilities     | $
1,008,933  | $
589,965   
|Amounts owing to related parties (Note 9)    | 28,354       | 27,662      
|                                             |              |             
|                                             | 1,037,287    | 617,627     
|                                             |              |             
|Shareholders' equity                         |              |             
|Capital stock (Note 8)                       |              |             
|Authorized:                                  |              |             
|100,000,000 common shares without par value  |              |             
|Issued and outstanding                       |              |             
|11,400,289 common shares (2008  10,103,839) | 44,258,085   | 37,795,014  
|Contributed surplus (Note 8)                 | 4,026,188    | 2,368,422   
|Deficit                                      | (19,555,490) | (17,325,760)
|                                             |              |             
|                                             | 28,728,783   | 22,837,676  
|                                             |              |             
|Total liabilities and shareholders equity   | $
29,766,070 | $
23,455,303



Nature and continuance of operations(Note 1)

Commitment (Note 12)

Contingency (Note 16)

Subsequent events (Note 17)



On behalf of the Board:







| | William Deeks         |  |  | Gregory Anderson       | 
| | ----------------------- |  |  | ------------------------ | 
| | William Deeks, Chairman |  |  | Gregory R. Anderson, CEO | 



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







76







PACIFIC BOOKER MINERALS INC.

STATEMENTS OF OPERATIONS

(Expressed in Canadian Dollars)

AS AT JANUARY 31



|                                                      | 2009          | 2008          | 2007         
|----------------------------------------------------- | ------------- | ------------- | -------------
|                                                      |               |               |              
|                                                      |               |               |              
|GENERAL AND ADMINISTRATIVE EXPENSES                   |               |               |              
|Amortization                                          | $
10,970      | $
14,979      | $
15,928     
|Consulting fees                                       | 3,928         | 15,773        | 6,469        
|Consulting fees  related party (Note 9)              | -             | -             | 23,000       
|Directors fees                                        | 13,000        | 12,500        | 14,000       
|Filing and transfer agent fees                        | 85,441        | 84,144        | 62,261       
|Foreign exchange (gain)loss                           | (221,519)     | 50,217        | 34,823       
|Gain on settlement of debt                            | -             | -             | (50,000)     
|Gain on settlement of pending litigation              | (200,000)     | -             | -            
|Interest income                                       | (173,848)     | (209,308)     | (139,136)    
|Investor relations fees                               | 5,587         | 4,703         | 73,140       
|Investor relations  related party (Note 9)           | 261,371       | 409,153       | 246,124      
|Loss on sale of equipment                             | -             | -             | 3,786        
|Office and miscellaneous                              | 96,996        | 109,971       | 77,615       
|Office rent                                           | 73,889        | 70,421        | 67,930       
|Professional fees (Note 9)                            | 226,221       | 162,835       | 151,792      
|Shareholder information and promotion                 | 198,132       | 89,029        | 117,964      
|Stock-based compensation (Note 8)                     | 1,738,125     | 1,248,170     | 587,478      
|Telephone                                             | 18,394        | 16,592        | 15,994       
|Travel                                                | 86,921        | 93,374        | 50,414       
|Wages and benefits                                    | 6,122         | 49,354        | 6,082        
|                                                      |               |               |              
|Loss before other items                               | (2,229,730)   | (2,221,907)   | (1,365,664)  
|                                                      |               |               |              
|                                                      |               |               |              
|                                                      |               |               |              
|Loss for the year                                     | $
(2,229,730) | $
(2,221,907) | $
(1,365,664)
|                                                      |               |               |              
|                                                      |               |               |              
|Basic and diluted loss per common share               | $
(0.20)      | $
(0.23)      | $
(0.17)     
|                                                      |               |               |              
|                                                      |               |               |              
|Weighted average number of common shares  outstanding | 11,025,478    | 9,496,503     | 8,142,907    









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







77







PACIFIC BOOKER MINERALS INC.

STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31





|                                                                            | 2009          | 2008          | 2007         
|--------------------------------------------------------------------------- | ------------- | ------------- | -------------
|                                                                            |               |               |              
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |               |               |              
|Loss for the year                                                           | $
(2,229,730) | $
(2,221,907) | $
(1,365,664)
|Items not affecting cash:                                                   |               |               |              
|Amortization                                                                | 10,970        | 14,979        | 15,928       
|Loss on asset disposal                                                      | -             | -             | 3,786        
|Stock-based compensation                                                    | 1,738,125     | 1,248,170     | 587,478      
|Gain on settlement of debt                                                  | -             | -             | (50,000)     
|Gain on settlement of pending litigation                                    | (200,000)     | -             | -            
|                                                                            |               |               |              
|Changes in non-cash working capital items:                                  |               |               |              
|(Increase) decrease in receivables                                          | 15,017        | (3,775)       | (98,494)     
|(Increase) decrease in prepaids and deposits                                | 7,129         | 99,117        | (113,795)    
|Increase (decrease) in accounts payable and
accrued liabilities             | 42,825        | 9,801         | 9,781        
|Increase (decrease) in amounts owing to related parties                     | 1,000         | (18,525)      | 18,353       
|                                                                            |               |               |              
|Net cash used in operating activities                                       | (614,664)     | (872,140)     | (992,627)    
|                                                                            |               |               |              
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |               |               |              
|Issuance of capital stock                                                   | 6,382,712     | 5,616,788     | 8,318,225    
|Share subscriptions received in advance                                     | -             | -             | -            
|Repayment of long term debt                                                 | -             | -             | (1,450,000)  
|                                                                            |               |               |              
|Net cash provided by financing activities                                   | 6,382,712     | 5,616,788     | 6,868,225    
|                                                                            |               |               |              
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |               |               |              
|Mineral property interests and deferred exploration costs
(net of recovery) | (4,236,291)   | (3,200,852)   | (2,282,049)  
|Proceeds from sale of equipment                                             | -             | -             | 467          
|Purchase of equipment, vehicles or furniture                                | (4,374)       | (3,547)       | (18,715)     
|                                                                            |               |               |              
|Net cash used in investing activities                                       | (4,240,665)   | (3,204,399)   | (2,300,297)  
|                                                                            |               |               |              
|Change in cash and cash equivalents during the year                         | 1,527,383     | 1,540,249     | 3,575,301    
|                                                                            |               |               |              
|Cash and cash equivalents, beginning of year                                | 5,500,296     | 3,960,047     | 384,746      
|                                                                            |               |               |              
|Cash and cash equivalents, end of year                                      | $
7,027,679   | $
5,500,296   | $
3,960,047  



Supplemental disclosure with respect to cash flows(Note 10)







78











PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008





1.

NATURE AND CONTINUANCE OF OPERATIONS



The Company was incorporated under the Company Act of British Columbia and its principal business activity is the exploration of its mineral property interests, with its principal mineral property interests located in Canada.



The ability of the Company to realize the costs it has incurred to date on its mineral property interests is dependent upon the Company being able to identify a commercial ore body, to finance its exploration costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the mineral property interest.  To date, the Company has not earned any revenue and is considered to be in the advanced exploration stage.



These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.  These financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern.  The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing.



There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations.  Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the balance sheets.





|                | 2009         | 2008        
|--------------- | ------------ | ------------
|                |              |             
|Working capital | $
6,143,748  | $
5,058,171 
|Deficit         | (19,555,490) | (17,325,760)







2.

SIGNIFICANT ACCOUNTING POLICIES



These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The significant accounting policies adopted by the Company are as follows:



(a)  Use of estimates



The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year.  Actual results could differ from these estimates.  The most significant estimates made by management relate to amounts recorded for the depreciation of capital assets, measurement of stock-based compensation, the recoverability of mineral properties, and the provision for the asset retirement obligation.





79



PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd)



(a)  Use of estimates (cont'd)



The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.  The actual results experienced by the Company may differ materially and adversely from the Companys estimates.  To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.





(b)  Foreign currency translation



The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date and non-monetary items are translated at historical rates.  Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions.  Exchange gains and losses arising on translation are included in the statement of operations.





(c)  Cash and cash equivalents



Cash includes cash on hand and demand deposits.  Cash equivalents includes short-term, highly liquid investments that are readily convertible to known amounts of cash and have a maturity date of less than 90 days and are subject to an insignificant risk of change in value.





(d)  Allowance for receivables



The Company establishes an allowance for receivables on a specific account basis.  No allowance for receivables was recorded by the Company as at January 31, 2009 and 2008.





(e)  Mineral property interests and deferred exploration costs



All costs related to the acquisition, exploration and development of mineral properties are capitalized by property.  If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method.  When a property is abandoned, all related costs are written off to operations.  If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value.  A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.



The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the value of share consideration issued for mineral property interest acquisitions and exploration costs incurred.  The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.







80









PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd)





(f)  Asset retirement obligation



The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made.  The carrying amount of the related long-lived asset is increased by the same amount as the liability.



Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation.  The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations.  Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.



The Company does not have any significant asset retirement obligations.





(g)  Equipment, vehicles and furniture



Property and equipment are recorded at cost.  The Company provides for amortization annually as follows:



| | Automobile                     | 30% declining balance       
| | ------------------------------ | ----------------------------
| | Computer equipment             | 30% to 45% declining balance
| | Office furniture and equipment | 20% declining balance       
| | Trailers                       | 30% declining balance       





(h)  Stock-based compensation



The fair value of stock options granted is determined using the Black-Scholes option pricing model and recorded as stock-based compensation expense over the vesting period of the stock options.





(i)  Loss per share



The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the year.  The weighted average number of common shares outstanding for the year ended January 31, 2009 do not include the nil (2008  1,286,500; 2007  2,212,650) warrants outstanding and the 2,065,357 (2008  1,564,077; 2007  1,471,500) stock options outstanding as the inclusion of these amounts would be anti-dilutive.



Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year.









81







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd)



(j)  Future income taxes



Future income taxes are recorded using the asset and liability method.  Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using the enacted or substantively 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 substantive enactment or 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.



(k)  Comprehensive income - Section 1530



This section establishes standards for reporting and presentation of comprehensive income, which is comprised of net earnings or loss and other comprehensive income.  Other comprehensive income represents the change in net equity for the period that arises from unrealized gains and losses on available-for-sale financial instruments, and changes in the fair market value of derivative instruments designated as cash flow hedges.  Amounts included in other comprehensive income are shown net of tax.  Cumulative changes in other comprehensive income are included in accumulated other comprehensive income which is presented (if applicable) as a new category in shareholders equity.  The Company did not have any transactions during the year ended January 31, 2009 that give rise to other comprehensive income, and therefore has no balance of other accumulated other comprehensive income.





3.

FINANCIAL INSTRUMENTS



Financial instruments - Recognition and Measurement - Section 3855

This section establishes standards for the recognition, measurement disclosure and presentation of financial instruments.  Under the new standard, financial assets and liabilities are initially recognized at fair value and are subsequently measured based on their classification as held-for-trading, held-to-maturity, loans and receivables, available-for-sale, or other financial liabilities, as described below:



(a)  Held-for-trading

Financial assets and financial liabilities that are purchased and incurred with the intention of generating profits in the near term are classified as held-for-trading.  Any financial instrument can be designated as held for trading as long as its fair value can be reliably measured.  These instruments are measured at fair value with subsequent changes in fair value included in earnings.



The company has classified cash and cash equivalents as held-for-trading, which accordingly are carried at their fair values.  Held-for-trading assets are not subject to significant credit, foreign exchange or interest rate risk.



(b)  Held-to-maturity

Financial assets that have a fixed maturity date and fixed or determinable payments, where the company intends and has the ability to hold the financial asset to maturity are classified as held-to-maturity and measured at amortized cost using the effective interest rate method.  Any gains and losses arising from the sale of held-to-maturity financial assets are included in earnings.  Currently, the company has no held-to-maturity financial assets.







82







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







3.

FINANCIAL INSTRUMENTS(cont'd)



(c)  Loans and receivables

Items classified as loans and receivables are measured at amortized cost using the effective interest method.  Any gains or losses on the realization of loans and receivables are included in earnings.



The company has classified receivables and deposits, which are accordingly measured at amortized cost.  Due to their short-term natures, the fair values of receivables approximate their carrying values, and they are not subject to significant credit or interest rate risk.



(d)  Available-for-sale

Available-for-sale assets are those financial assets that are not classified as held-for-trading, held-to-maturity or loans or receivables, and are carried at fair value.  Any gains or losses arising from the change in fair value are recorded as other comprehensive income.  Available-for-sale securities are written down to fair value through earnings whenever it is necessary to reflect other-than-temporary impairment.  Cumulative gains and losses arising upon the sale of the instrument are included in earnings.



The company has classified reclamation deposits as available-for-sale, which are accordingly carried at their fair values.  Available-for-sale assets are not subject to significant credit, foreign exchange or interest rate risk



(e) Other financial liabilities

Financial liabilities that are not classified as held-to-maturity are classified as other financial liabilities, and are carried at amortized cost using the effective interest method.  Any gains or losses arising from the realization of other financial liabilities are included in earnings.



The company has classified accounts payable and accrued liabilities as other financial instruments, which are accordingly carried at amortized cost.  Due to their short-term natures, the fair values of other financial liabilities approximate their carrying values, and they are not subject to significant credit, foreign exchange or interest rate risk.



Risk management

Because the financial instruments are not subject to significant credit, foreign exchange or interest rate risk, the company has not adopted risk management policies.







4.

CHANGES IN ACCOUNTING POLICY



During the year ended January 31, 2009, the Company adopted the following new or revised Canadian accounting standards.  Prior periods have not been restated.  The adoption of these policies had no impact on the opening deficit.



(a) Capital disclosures

Section 1535 Capital Disclosures specifies the disclosure of (i) an entitys objectives, policies and processes for managing capital, (ii) quantitative data about what the entity regards as capital, (iii) whether the entity has complied with any capital requirements, and (iv) if it has not complied, the consequences of such non-compliance.







83







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







4.

CHANGE IN ACCOUNTING POLICY(cont'd)



(b) Financial instrument

Sections 3862 Financial Instruments - Disclosure and Section 3863 Financial Instruments - Presentation.  These new sections revise and enhance disclosure requirements and carrying forward unchanged presentation requirements.  Increased emphasis is placed on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.



(c) Financial instrument - reclassification of financial assets

In October 2008, the AcSB issued amendments to its standards dealing with reclassification of financial assets in response to similar amendments made by the International Accounting Standards Board in the context of the current financial market turmoil.  The amendments allow reclassification of financial assets out of the held-for-trading category (measured at fair value with gains and losses recognized immediately in net income) into the available-for-sale or held-to-maturity categories, in "rare circumstances."  The latter two categories are subject to impairment testing, but income statement charges for impairment are recognized when impairment is considered "other than temporary."  The financial assets that can be reclassified exclude derivatives and financial assets an entity has elected to include in the held-for-trading category.  Assets qualifying for reclassification are mainly debt and equity investments that were originally classified as held for trading because they were acquired for the purpose of near-term sale.  The amendments apply to reclassifications made on

or after July 1, 2008.  The Company did not reclassify any financial assets in 2009.



(d) Going Concern

In June 2007, the CICA approved amendments to Handbook Section 1400 General Standards for Financial Statement Presentation.  The standard outlines specific requirements for assessing and disclosing an entitys ability to continue as a going concern.  Although the revised standard is not expected to impact the Companys net earnings or financial position, there may be different and additional disclosure surrounding the Companys going concern disclosure.







5.

MINERAL PROPERTY INTERESTS



Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims.  The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, title to all of its interests are in good standing.  The mineral property interests in which the Company has committed to earn an interest are located in Canada.



| | Morrison claims, Canada            | 2009        | 2008       
| | ---------------------------------- | ----------- | -----------
| |                                    |             |            
| | Balance, beginning and end of year | $
4,832,500 | $
4,832,500
| |                                    |             |            







84







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









5.

MINERAL PROPERTY INTERESTS (cont'd)



Morrison claims



On April 19, 2004, the Company and Noranda Mining and Exploration Inc, Noranda" (which was subsequently acquired by Falconbridge Limited, "Falconbridge", which was subsequently acquired by Xstrata LLP, "Xstrata) signed an agreement whereby Noranda agreed to sell its remaining 50% interest to the Company such that the Company would have a 100% interest in the Morrison claims.  In order to obtain the remaining 50% interest, the Company agreed to:



i)

on or before June 19, 2004, pay $1,000,000 (paid to Noranda), issue 250,000 common shares  (issued to Noranda) and issue 250,000 share purchase warrants exercisable at $4.05 per share until June 5, 2006 (issued to Noranda);

ii)

pay $1,000,000 on or before October 19, 2005 (paid to Falconbridge);

iii)

pay $1,500,000 on or before April 19, 2007 (paid to Falconbridge); and

iv)

issue 250,000 common shares on or before commencement of commercial production.

In the event the trading price of the Companys common shares is below $4.00 per share, the Company is obligated to pay, in cash, the difference between $1,000,000 and the average trading price which is less than $4.00 per share multiplied by 250,000 common shares.



The Company agreed to execute a re-transfer of its 100% interest to Falconbridge if the Company fails to comply with the terms of the agreement.  This re-transfer is held by a mutually acceptable third party until the final issue of shares has been made.



The Company has also acquired a 100% interest in certain mineral claims adjacent to the Morrison claims, subject to 1.5% NSR royalty.



On January 7, 2005, the Company signed an agreement to acquire an option for a 100% interest in additional claims in the Omineca District of B.C.  As consideration, the Company issued 45,000 common shares at a value of $180,000.





Hearne Hill claims



The Company held a 100% interest in the Hearne Hill claims located in the Omineca District of the Province of British Columbia (B.C.).  During the year ended January 31, 2006, management decided not to continue with the Hearne Hill claims and wrote off the property to operations.  The Hearne Hill claims were subject to a legal claim, which has been settled (Note 16).





Copper claims



The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty.  These claims are located near the Morrison claims.  The Company has met its requirements to maintain its recorded interest in the mineral claims with the Province of B.C. until 2016 and there are no other payments required until that year.  During the year ended January 31, 2005, management decided not to continue with these claims and therefore, the amounts were written-off to operations.







85







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









5.

MINERAL PROPERTY INTERESTS (cont'd)



CUB claims



The Company holds a 100% interest in certain mineral claims located in the Granisle area of B.C., subject to a 3% NSR royalty.  These claims are located near the Morrison claims.  The Company has met its requirements to maintain its recorded interest in the mineral claims with the Province of B.C. until 2016 and there are no other payments required until that year.  During the year ended January 31, 2005, management decided not to continue with these claims and therefore, the amounts were written-off to operations.





6.

DEFERRED EXPLORATION COSTS



| | Morrison claims, Canada                       | 2009         | 2008        
| | --------------------------------------------- | ------------ | ------------
| |                                               |              |             
| | Balance, beginning of year                    | $
12,792,612 | $
9,445,857 
| |                                               |              |             
| | Deferred exploration costs                    |              |             
| | Additions                                     |              |             
| | Amortization                                  | 1,692        | 2,418       
| | Geological and geophysical                    | 246          | -           
| | Staking                                       | 192          | 10,065      
| | Supplies and camp                             | 18,000       | 18,000      
| | Community consultation                        |              |             
| | Geological and geophysical                    | 463          | 166         
| | Promotion and education                       | 2,653        | 10,669      
| | Sub-contracts and labour                      | 58,877       | 14,210      
| | Supplies and general                          | 57           | -           
| | Travel                                        | 3,287        | 11,566      
| | Environmental                                 |              |             
| | Assays                                        | 13,426       | 64,212      
| | Geological and geophysical                    | 521,485      | 149,681     
| | Promotion and education                       | 920          | 399         
| | Sub-contracts and labour                      | 126,013      | 65,477      
| | Supplies and general                          | 10,225       | 11,628      
| | Travel                                        | 1,285        | 1,057       
| | Marketing Factors                             |              |             
| | Sub-contracts and labour                      | 3,900        | 9,100       
| | Supplies and general                          | 4,242        | -           
| | Metallurgical                                 |              |             
| | Assays                                        | -            | 6,361       
| | Geological and geophysical                    | 132,746      | 470,094     
| | Sub-contracts and labour                      | 4,800        | 14,250      
| | Supplies and general                          | -            | 561         
| | Travel                                        | 188          | 2,458       
| | Scoping/Feasibility study                     |              |             
| | Assays                                        | 300          | 58,463      
| | Drilling                                      | 190,090      | 362,504     
| | Geological and geophysical                    | 3,155,307    | 1,695,779   
| | Sub-contracts and labour                      | 312,891      | 112,991     
| | Sub-contracts and labour-related parties      | 120,099      | 107,000     
| | Supplies and general                          | 71,014       | 105,445     
| | Travel                                        | 59,420       | 42,201      
| |                                               |              |             
| | Total deferred exploration costs for the year | $
4,813,818  | $
3,346,755 
| |                                               |              |             
| | Balance, end of year                          | $
17,606,430 | $
12,792,612







86









PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







7.

EQUIPMENT, VEHICLES AND FURNITURE



|                               | Cost      | Accumulated
Amortization | Net Book
Value
|------------------------------ | --------- | ------------------------ | --------------
|                               |           |                          |               
|January 31, 2009               |           |                          |               
|Trailers                       | $
25,000  | $
24,794                 | $
206         
|Automobile                     | 12,840    | 9,096                    | 3,744         
|Office furniture and equipment | 50,528    | 40,030                   | 10,498        
|Computer equipment             | 66,448    | 53,391                   | 13,057        
|                               |           |                          |               
|                               | $
154,816 | $
127,311                | $
27,505      





|                               | Cost      | Accumulated
Amortization | Net Book
Value
|------------------------------ | --------- | ------------------------ | --------------
|                               |           |                          |               
|January 31, 2008               |           |                          |               
|Trailers                       | $
25,000  | $
24,706                 | $
294         
|Automobile                     | 12,840    | 7,492                    | 5,348         
|Office furniture and equipment | 50,528    | 37,406                   | 13,122        
|Computer equipment             | 62,074    | 45,045                   | 17,029        
|                               |           |                          |               
|                               | $
150,442 | $
114,649                | $
35,793      











87







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









8.

CAPITAL STOCK AND CONTRIBUTED SURPLUS



Capital Stock and contributed surplus transactions are summarized as follows:



|                          |                  |                      |                                         |                     |                |             
|------------------------- | ---------------- | -------------------- | --------------------------------------- | ------------------- | -------------- | ------------
|                          | Number of
Shares | Capital
Stock
Amount | Share
Subscriptions
Received
In Advance | Contributed Surplus | Deficit        | Total       
|                          |                  |                      |                                         |                     |                |             
|Balance, January 31, 2006 | 6,802,239        | 23,482,104           | 280,000                                 | 630,671             | (13,738,189)   | 10,654,586  
|Private placements        | 1,470,200        | 6,380,800            | (280,000)                               | -                   | -              | 6,100,800   
|Exercise of stock options | 12,000           | 60,000               | -                                       | -                   | -              | 60,000      
|Exercise of warrants      | 526,500          | 2,157,425            | -                                       | -                   | -              | 2,157,425   
|Stock-based compensation  | -                | -                    | -                                       | 587,478             | -              | 587,478     
|Loss for the year         | -                | -                    | -                                       | -                   | (1,365,664)    | (1,365,664) 
|                          |                  |                      |                                         |                     |                |             
|Balance, January 31, 2007 | 8,810,939        | 32,080,329           | -                                       | 1,218,149           | (15,103,853)   | 18,194,625  
|Exercise of stock options | 366,750          | 1,771,738            | -                                       | -                   | -              | 1,771,738   
|Exercise of warrants      | 926,150          | 3,845,050            | -                                       | -                   | -              | 3,845,050   
|Stock-based compensation  | -                | 97,897               | -                                       | 1,150,273           | -              | 1,248,170   
|Loss for the year         | -                | -                    | -                                       | -                   | (2,221,907)    | (2,221,907) 
|                          |                  |                      |                                         |                     |                |             
|Balance, January 31, 2008 | 10,103,839       | 37,795,014           | -                                       | 2,368,422           | (17,325,760)   | 22,837,676  
|Exercise of stock options | 101,250          | 406,562              | -                                       | -                   | -              | 406,562     
|Exercise of warrants      | 1,195,200        | 5,976,150            | -                                       | -                   | -              | 5,976,150   
|Stock-based compensation  | -                | 80,359               | -                                       | 1,657,766           | -              | 1,738,125   
|Loss for the year         | -                | -                    | -                                       | -                   | (2,229,730)    | (2,229,730) 
|                          |                  |                      |                                         |                     |                |             
|Balance, January 31, 2009 | 11,400,289       | $
44,258,085         | $
-                                     | $
4,026,188         | $
(19,555,490) | $
28,728,783







Stock options



During the fiscal year ended January 31, 2004, the Company adopted a fixed stock option plan whereby the Company can reserve approximately 20% of its outstanding shares for issuance to officers and directors, employees and consultants.  Under the plan, the exercise price of each option equals the market price of the Companys stock as calculated on the date of grant.  These options can be granted for a maximum term of 5 years, and are subject to a vesting provision whereby 12.5% are exercisable on the date of the grant and 12.5% become exercisable every three months thereafter.  All options will be vested after twenty one months.







88







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









8.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (contd)



Stock options (contd)



Stock option transactions are summarized as follows:



|                                                                        | 2009              |                                 | 2008 |                   | 2007                           
|----------------------------------------------------------------------- | ----------------- | ------------------------------- | ---- | ----------------- | -------------------------------
|                                                                        | Number
of
Options | Weighted
Average
Exercise
Price |      | Number
of
Options | Weighted
Average
Exercise
Price
|                                                                        |                   |                                 |      |                   |                                
|Outstanding, beginning of year                                          | 1,564,077         | $
6.60                          |      | 1,471,500         | $
4.70                         
|Granted                                                                 | 617,530           | 7.81                            |      | 471,827           | 11.15                          
|Cancelled                                                               | (15,000)          | 7.17                            |      | (5,000)           | 11.00                          
|Exercised                                                               | (101,250)         | 4.02                            |      | (366,750)         | 4.83                           
|Expired                                                                 | -                 | -                               |      | (7,500)           | 3.87                           
|                                                                        |                   |                                 |      |                   |                                
|Outstanding, end of year                                                | 2,065,357         | $
7.08                          |      | 1,564,077         | $
6.60                         
|                                                                        |                   |                                 |      |                   |                                
|Options exercisable, end of year                                        | 1,621,672         | $
6.77                          |      | 1,207,810         | $
5.52                         
|                                                                        |                   |                                 |      |                   |                                
|Weighted average fair value per option granted                          |                   | $
2.87                          |      |                   | $
3.99                         
|                                                                        |                   |                                 |      |                   |                                
|Weighted average remaining life of outstanding options granted in years |                   | 2.92                            |      |                   | 3.26                           







The following stock options were outstanding at January 31, 2009:



| |  | Number of Options Outstanding |  | Number Currently Exercisable |  | Exercise
Price |  | Expiry Date      
| |  | ----------------------------- |  | ---------------------------- |  | -------------- |  | -----------------
| |  |                               |  |                              |  |                |  |                  
| |  | 240,000                       |  | 240,000                      |  | 3.87           |  | October 13, 2009 
| |  | 360,000                       |  | 360,000                      |  | 4.00           |  | October 4, 2010  
| |  | 90,000                        |  | 90,000                       |  | 6.20           |  | April 20, 2011   
| |  | 196,000                       |  | 196,000                      |  | 5.25           |  | June 27, 2011    
| |  | 100,000                       |  | 100,000                      |  | 7.00           |  | November 29, 2011
| |  | 330,000                       |  | 288,750                      |  | 11.00          |  | July 3, 2012     
| |  | 131,827                       |  | 115,348                      |  | 11.55          |  | July 30, 2012    
| |  | 617,530                       |  | 231,574                      |  | 7.81           |  | June 23, 2013    







89







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







8.

CAPITAL STOCK AND CONTRIBUTED SURPLUS (contd)



Stock-based compensation



The fair value of stock options granted during the year ended January 31, 2009 was $1,773,986 (2008  $1,820,701; 2007  $965,615) which will be recognized as stock-based compensation over their vesting periods.



Total stock-based compensation recognized during the year ended January 31, 2009 was $1,738,125 (2008  $1,248,170; 2007  $587,478) which has been recorded in the statements of operations as stock-based compensation with corresponding contributed surplus recorded in shareholders' equity.



The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the year:



|                         | 2009    | 2008    | 2007   
|------------------------ | ------- | ------- | -------
|                         |         |         |        
|Risk-free interest rate  | 3.35%   | 4.64%   | 4.30%  
|Expected life of options | 3 years | 3 years | 3 years
|Annualized volatility    | 49.88%  | 42.96%  | 50.39% 
|Dividends                | 0.00%   | 0.00%   | 0.00%  





Warrants



Warrant transactions are summarized as follows:



|                               | 2009               |                                 | 2008 |                    | 2007                           
|------------------------------ | ------------------ | ------------------------------- | ---- | ------------------ | -------------------------------
|                               | Number
of
Warrants | Weighted
Average
Exercise
Price |      | Number
of
Warrants | Weighted
Average
Exercise
Price
|                               |                    |                                 |      |                    |                                
|Outstanding, beginning of year | 1,286,500          | $
5.07                          |      | 2,212,650          | $
4.69                         
|Issued                         | -                  | -                               |      | -                  | -                              
|Exercised                      | (1,195,200)        | 5.00                            |      | (926,150)          | 4.15                           
|Expired                        | (91,300)           | 6.00                            |      | -                  | -                              
|                               |                    |                                 |      |                    |                                
|Outstanding, end of year       | 0                  | $      -                        |      | 1,286,500          | $
5.07                         



No share purchase warrants were outstanding and exercisable at January 31, 2009.







90







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









9.

RELATED PARTY TRANSACTIONS AND AMOUNTS OWING TO



The Company entered into the following transactions with related parties:



|                                     | 2009                    |                  | 2008    |                         | 2007            
|------------------------------------ | ----------------------- | ---------------- | ------- | ----------------------- | ----------------
|Paid to a:                           | Amounts paid or payable | Owed at year end |         | Amounts paid or payable | Owed at year end
|                                     |                         |                  |         |                         |                 
|director for investor relations      |                         | $
129,371        | $
6,482 |                         | $
227,153       
|director for investor relations      |                         | 132,000          | 14,356  |                         | 182,000         
|director for consulting services
(a) | (a)                     | 88,500           | 4,366   |                         | 78,000          
|spouse of a director
(c)             | (b)                     | 28,281           | 1,363   |                         | 26,130          
|officer of the company
(d)           | (c)                     | 29,873           | 1,787   |                         | 28,305          
|owed to a director for expenses      |                         | -                | -       |                         | -               
|former director for consulting
(e)   | (d)                     | -                | -       |                         | -               
|                                     |                         |                  |         |                         |                 
|                                     | $
408,025               | $
28,354         |         | $
541,588               | $
27,662        



a)

for project management services which have been capitalized to subcontracts on the Morrison claims

b)

for administrative assistant services which have been capitalized to subcontracts on the Morrison claims.

c)

for accounting and management services.

d)

for general consulting services in relation to activities not related to exploration



These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties unless otherwise noted.  The amounts owing are non-interest bearing, unsecured and have no fixed terms of repayment.





10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS



The significant non-cash transactions for the year ended January 31, 2009 were as follows:



a)

The Company recorded $901,955 of deferred exploration expense as accounts payable and $5,363 of deferred exploration expense as owing to related parties.

b)

The Company recorded $1,692 of amortization expense on property and equipment as deferred exploration costs.





The significant non-cash transactions for the year ended January 31, 2008 were as follows:



a)

The Company recorded $325,812 of deferred exploration expense as accounts payable and $5,671 of deferred exploration expense as owing to related parties.



b)

The Company recorded $2,418 of amortization expense on property and equipment as deferred exploration costs.







91







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS(contd)



The significant non-cash transactions for the year ended January 31, 2007 were as follows:



a)

The Company completed a private placement of 970,200 units for total proceeds of $3,880,800, of which $280,000 was received prior to January 31, 2006.



b)

The Company recorded $186,063 of deferred exploration expense as accounts payable and $1,935 of deferred exploration expense as owing to related parties.



c)

The Company expended exploration advances of $89,013 to deferred exploration costs.



d)

The Company recorded $3,455 of amortization expense on property and equipment as deferred exploration costs.





11.

INCOME TAXES



A reconciliation of income tax recovery at statutory rates (2009:30.9%; 2008:34.1%; 2007:34.1%) with the reported income tax recovery is as follows:



| |                                                                      | 2009          | 2008          | 2007         
| | -------------------------------------------------------------------- | ------------- | ------------- | -------------
| |                                                                      |               |               |              
| | Loss for the year                                                    | $
(2,229,730) | $
(2,221,907) | $
(1,365,664)
| |                                                                      |               |               |              
| | Expected income tax (recovery)                                       | $
(688,987)   | $
(757,670)   | $
(465,691)  
| | Non-deductible items                                                 | 541,314       | 425,626       | 183,280      
| | Unrecognized benefit of non-capital losses and temporary
differences | 147,673       | 332,044       | 282,411      
| |                                                                      |               |               |              
| |                                                                      |               |               |              
| | Total income tax recovery                                            | $
-           | $
-           | $
-          





The significant components of the Company's future income tax assets and liabilities are as follows:



| |                                                           | 2009        | 2008       
| | --------------------------------------------------------- | ----------- | -----------
| |                                                           |             |            
| | Future income tax assets:                                 |             |            
| | Property and equipment                                    | $
38,000    | $
46,000   
| | Mineral property interests and deferred exploration costs | 1,792,000   | 2,351,000  
| | Non-capital losses carried forward                        | 1,046,000   | 1,305,000  
| |                                                           |             |            
| |                                                           | 2,876,000   | 3,702,000  
| |                                                           |             |            
| | Valuation allowance                                       | (2,876,000) | (3,702,000)
| |                                                           |             |            
| | Net future income tax assets                              | $
-         | $
-        









92







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







11.

INCOME TAXES (contd)



The Company has non-capital losses of approximately $4,025,000 available for deduction against future taxable income.  These losses, if not utilized will expire in years up to 2029 (see table following).  Future tax benefits which may arise as a result of these non-capital losses and other tax assets have not been recognized in these financial statements and have been offset by a valuation allowance.





| | 2010  | $
446,886  
| | ----- | -----------
| | 2011  | 315,101    
| | 2015  | 438,676    
| | 2016  | 605,469    
| | 2027  | 808,472    
| | 2028  | 942,980    
| | 2029  | 466,936    
| |       |            
| | Total | $
4,024,520





12.

COMMITMENT



The Company has entered into an operating lease agreement for office premises.  The annual lease commitment under the lease is as follows:



| | 2010  | $
74,295 
| | ----- | ---------
| | 2011  | 57,933   
| |       |          
| | Total | $
132,228



The Company has entered into an operating lease agreement for a vehicle.  The annual lease commitment under the lease is as follows:



| | 2010  | $
9,710
| | ----- | -------
| |       |        
| | Total | $
9,710





13.

SEGMENTED INFORMATION



All of the Companys operations are within the mining sector.  The Companys mining operations are centralized whereby the Companys head office is responsible for the exploration results and to provide support in addressing local and regional issues.  As at January 31, 2009 and 2008, the Companys assets are all located in Canada (Notes 5 and 7).







93







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









14.

Financial instruments and financial risk management



The Company's financial instruments include cash and cash equivalents, receivables and deposits, and accounts payable and accrued liabilities and reclamation deposits.  The carrying values of these financial instruments approximate their fair values due to their relatively short periods to maturity.



The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities.  The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments.



This note presents information about the Company's exposure to each of the above risks and the Company's objectives, policies and processes for measuring and managing these risks.  Further quantitative disclosures are included throughout these financial statements.  The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.  The Board has implemented and monitors compliance with risk management policies.



(a)  Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.  The Company's accounts receivable primarily relates to Goods and Services Tax input tax credits and accrued interest. Accordingly, the Company views credit risk on accounts receivable as minimal.



(b)  Liquidity risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due.  The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company's reputation.



The Company anticipates it will have adequate liquidity to fund its financial liabilities through cash on hand and future equity contributions.



As at January 31, 2009, the Company's financial liabilities were comprised of accounts payable and accrued liabilities which have a maturity of less than one year.



(c)  Market risk

Market risk consists of currency risk, commodity price risk and interest rate risk.  The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns.



(i)

Currency risk--Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates.  Although the Company is considered to be in the exploration stage and has not yet developed commercial mineral interests, the underlying market prices in Canada for minerals are impacted by changes in the exchange rate between the Canadian and United States dollar.  As most of the Company's transactions are denominated in Canadian dollars, the Company is not exposed to foreign currency exchange risk at this time.







94







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









14.

Financial instruments and financial risk management (contd)



(c)  Market risk (contd)



(ii) Commodity price risk--Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity prices.  Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and demand as well as the relationship between the Canadian and United States dollar, as outlined above.  As the Company has not yet developed commercial mineral interests, it is not exposed to commodity price risk at this time.



(iii) Interest rate risk--Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates.  As the Company has no debt or interest-earning investments, it is not exposed to interest rate risk at this time.





15.

Capital management



The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and to maintain a flexible capital structure which will allow it to pursue the development of its mineral properties.  Therefore, the Company monitors the level of risk incurred in its mineral property expenditures relative to its capital structure.



The Company considers its capital structure to include working capital and shareholders' equity.  The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.  In order to facilitate the management of capital and the development of its mineral properties, the Company monitors expenditures on a monthly basis which are reviewed and periodically approved by the Company's Board of Directors.



To maintain or adjust the capital structure, the Company may issue new equity if available on favorable terms, option its mineral properties for cash and/or expenditure commitments from optionees, enter into joint venture arrangements, or dispose of mineral properties.



The Company's investment policy is to hold cash in interest bearing bank accounts and highly liquid short-term interest bearing investments with maturities of one year or less which can be liquidated at any time without penalties.



The Company is not subject to externally imposed capital requirements. There has been no change in the Company's approach to capital management during the year ended January 31, 2009





95







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









16.

CONTINGENCY



During the fiscal year ended January 31, 2007, an optionor of the Hearne Hill property (Note 5) which adjoins the Companys Morrison property had filed a Writ of Summons and Statement of Claim against the Company in respect to the option agreement on the Hearne Hill property, which it alleged was of no further force and effect and sought the return of the Hearne Hill property and the area of interest around the Hearne Hill claims.  The Writ of Summons and Statement of Claim also included a claim for the return of the Morrison property.  The Company had accrued a total of $200,000 as payable in regards to Hearne Hill.  During the current fiscal year, the Company was advised that the application by the optionors of the Hearne Hill property to include the companys Morrison property as part of their claim has been dismissed by the Supreme Court of British Columbia.  The ultimate liability, if any, arising from this claim has been reversed and a recovery has been recorded on the statement of operations.





17.

SUBSEQUENT EVENTS



Subsequent to year end, the Company has not issued any common shares or announced any private placements.





18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES



These financial statements have been prepared in accordance with Canadian GAAP.  Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States (United States GAAP) are described and quantified below.



Balance sheets



The impact of the differences between Canadian GAAP and United States GAAP on the balance sheets would be as follows:



|                           | 2009                   |                | 2008                       
|-------------------------- | ---------------------- | -------------- | ---------------------------
|                           | Balance,
Canadian
GAAP | Adjustments    | Balance,
United States
GAAP
|                           |                        |                |                            
|Current assets             | $
7,181,035            | $
-            | $
7,181,035                
|Mineral property interests | 4,832,500              | (140,000)      | 4,692,500                  
|Deferred exploration costs | 17,606,430             | (17,606,430)   | -                          
|Property and equipment     | 27,505                 | -              | 27,505                     
|Reclamation deposits       | 118,600                | -              | 118,600                    
|                           |                        |                |                            
|                           | $
29,766,070           | $
(17,746,430) | $
12,019,640               
|                           |                        |                |                            
|Current liabilities        | $
1,037,287            | $
-            | $
1,037,287                
|Shareholders' equity       | 28,728,783             | (17,746,430)   | 10,982,353                 
|                           |                        |                |                            
|                           | $
29,766,070           | $
(17,746,430) | $
12,019,640               







96









PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd)



Statements of operations



The impact of the differences between Canadian GAAP and United States GAAP on the statements of operations would be as follows:



|                                                                         | 2009          | 2008          | 2007         
|------------------------------------------------------------------------ | ------------- | ------------- | -------------
|                                                                         |               |               |              
|Loss for the year, Canadian GAAP                                         | $
(2,229,730) | $
(2,221,907) | $
(1,365,664)
|Adjustments:                                                             |               |               |              
|Mineral property interests                                               | -             | -             | -            
|Deferred exploration costs                                               | (4,813,818)   | (3,346,755)   | (2,308,174)  
|                                                                         |               |               |              
|Loss for the year, United States GAAP                                    | $
(7,043,548) | $
(5,568,662) | $
(3,673,838)
|                                                                         |               |               |              
|Basic and diluted loss per common share, United States GAAP              | $
(0.64)      | $
(0.59)      | $
(0.45)     
|                                                                         |               |               |              
|Weighted average number of common shares outstanding,
United States GAAP | 11,025,478    | 9,496,503     | 8,142,907    





Statements of cash flows



The impact of the differences between Canadian GAAP and United States GAAP on the statements of cash flows would be as follows:



|                                                                            | 2009        | 2008        | 2007       
|--------------------------------------------------------------------------- | ----------- | ----------- | -----------
|                                                                            |             |             |            
|Net cash used in operating activities,                                      |             |             |            
|Canadian GAAP                                                               | $
(614,664) | $
(872,140) | $
(992,627)
|Amortization                                                                | 1,692       | 2,418       | 3,455      
|Mineral property interests and deferred exploration costs
(net of recovery) | (4,237,983) | (3,203,270) | (2,374,517)
|Exploration advances                                                        | -           | -           | 89,013     
|                                                                            |             |             |            
|Net cash used in operating activities, United States GAAP                   | (4,850,955) | (4,072,992) | (3,274,676)
|                                                                            |             |             |            
|Net cash provided by financing activities, Canadian GAAP                    |             |             |            
|and United States GAAP                                                      | 6,382,712   | 5,616,788   | 6,868,225  
|                                                                            |             |             |            



- Continued -





97







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd)



Statements of cash flows (cont'd)



|                                                                            | 2009        | 2008        | 2007       
|--------------------------------------------------------------------------- | ----------- | ----------- | -----------
|Continued...                                                                |             |             |            
|                                                                            |             |             |            
|Net cash used in investing activities, Canadian GAAP                        | (4,240,665) | (3,204,399) | (2,300,297)
|Mineral property interests and deferred exploration
costs (net of recovery) | 4,236,291   | 3,200,852   | 2,282,049  
|Exploration advances                                                        | -           | -           | -          
|Net cash used in investing activities,                                      |             |             |            
|United States GAAP                                                          | (4,374)     | (3,547)     | (18,248)   
|                                                                            |             |             |            
|Change in cash during the year                                              | 1,527,383   | 1,540,249   | 3,575,301  
|                                                                            |             |             |            
|Cash, beginning of year                                                     | 5,500,296   | 3,960,047   | 384,746    
|                                                                            |             |             |            
|Cash, end of year                                                           | $
7,027,679 | $
5,500,296 | $
3,960,047





Mineral property interests and deferred exploration costs



Under Canadian GAAP, mineral property interests and deferred exploration costs, including acquisition and exploration costs, are carried at cost and written down if the properties are abandoned, sold or if management determines there to be an impairment in value.  Under United States GAAP, deferred exploration costs are expensed as incurred.  The Company also considers the provisions of EITF 04-02 Whether Mineral Rights are Tangible or Intangible Assets which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights.  Once a final feasibility study has been completed, additional costs incurred to bring the mine into production are capitalized as development costs.  Costs incurred to access ore bodies identified in the current mining plan after production has commenced are considered production costs and are expensed as incurred.  Costs incurred to extend production beyond those areas identified in the mining plan where additional reserves have been established are deferred as development costs until the incremental reserves are produced.  Capitalized costs are amortized using the unit-of-production method over the estimated life of the ore body based on proven and probable reserves.





Stock-based compensation



Under United States GAAP, effective February 1, 2006, the Company adopted SFAS No. 123 (revised), Share-Based Payment (SFAS 123(R)) utilizing the modified prospective approach.  The impact of adoption of the standard did not materially affect the Companys financial position, results of operations, or cash flows because the Company adopted the fair value method of accounting for stock options prescribed by SFAS 123, Accounting for Stock-Based Compensation on February 1, 2003.  The Companys results for the year ended January 31, 2007 were not significantly affected as a result of adopting SFAS 123(R) on February 1, 2006.



Under Canadian GAAP, the Company accounts for stock-based compensation using the fair value method as disclosed in Note 2.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended January 31, 2009, 2008 and 2007.







98







PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008







18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd)



Amortization of property equipment, vehicles and furniture



Under Canadian GAAP, the Company capitalizes the depreciation on fixed assets purchased for exploration work as part of the deferred exploration expenditures.  As this is a non-cash item, it is excluded from the cash flow in regards to the Investing activities.  Under United States GAAP, deferred exploration costs are expensed as incurred and therefore, the amortization on the property equipment, vehicles and furniture is shown as an operating activity, not an investing activity.





The Fair Value Option for Financial Assets and Financial Liabilities



In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115, (FAS 159) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.



This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, and is applicable beginning in the first quarter of 2008.  The Company is currently evaluating the impact that FAS 159 will have on its financial statements.





19.

NEW ACCOUNTING PRONOUNCEMENTS



Canadian pronouncements



Convergence with International Financial Reporting Standards

In January 2006, the CICA Accounting Standards Board (AcSB) adopted a strategic plan for the direction of accounting standards in Canada and the expected convergence with International Financial Reporting Standards (IFRS) by the end of 2011.  On February 13, 2008 the Canadian Accounting Standards Board confirmed 2011 as the official changeover date for publicly listed Canadian companies to start using International Financial Reporting Standards (IFRS).  The transition will affect interim and annual financial statements relating to years beginning on or after January 1, 2011. The impact of the transition to IFRS on the Company's consolidated financial statements has not yet been determined.



Goodwill and lntangible Assets

The ClCA Issued Handbook Section 3064, "Goodwill and lntangible Assets", which will replace Section 3062, "Goodwill and Other Intangible Assets.  The new standard establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets.  The new standard also provides guidance for the treatment of pre-production and start-up costs and requires that these costs be expensed as incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008.  Management is currently assessing the impact of this new accounting standard on its financial statements.







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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2009 and 2008









19.

NEW ACCOUNTING PRONOUNCEMENTS (cont'd)



United States pronouncements



(i)  In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), to partially defer FASB Statement No. 157, Fair Value Measurements (FAS 157). FSP 157-2 defers the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. We are currently evaluating the impact of adopting the provisions of FAS 157 as it relates to non-financial assets and liabilities.



(ii)  In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. We are currently evaluating the potential impact the adoption of FAS FSP 142-3 will have on our financial statements.



(iii) In June 2008, the FASB ratified FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (FSP No. EITF 03-6-1), which addresses whether instruments granted in share-based payment awards are participating securities prior to vesting and, therefore, must be included in the earnings allocation in calculating earnings per share under the two-class method described in SFAS No. 128, Earnings per Share (SFAS No. 128). FSP No. EITF 03-6-1 requires that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend-equivalents be treated as participating securities in calculating earnings per share. FSP No. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and shall be applied retrospectively to all prior periods.  We are currently evaluating the effects, if any that FSP No. EITF 03-6-1 may have on earnings per share.



The adoption of these new pronouncements are not expected to have a material effect on the Company's financial position or results of operations.













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Signature Page



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Pacific Booker Minerals Inc.

Registrant





Dated: July 24, 2009

Signed:/s/  Gregory Anderson

Gregory Anderson,

President and CEO











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