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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-KSB

(Mark One)

x Annual Report
  Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the fiscal year ended December 31, 2003

 ̈ Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the transition period from _____ to _____

COMMISSION FILE NUMBER: 000-50071

LIBERTY STAR GOLD CORP.(Name of small business issuer in its charter)

|NEVADA                                                         | 27-0019071                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|2766 N. Country Club Rd., Tucson, Arizona                      | 85716                               
|(Address of principal executive offices)                       | (Zip Code)                          

(520) 721-1375Issuer's telephone number

TITANIUM INTELLIGENCE, INC.#600  625 Howe Street, Vancouver, British Columbia V6C 2T6(Former name or former address, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:
  NONE.

Securities registered under Section 12(g) of the Exchange Act:
  COMMON STOCK, PAR VALUE $0.001 PER SHARE.

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 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 90 days.Yes xNo  ̈

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. x

State issuer's revenues for its most recent fiscal year: $NIL

The aggregate value of the voting stock held by non-affiliates
  of the registrant, computed by reference to the price at which the common equity
  was sold as of March 25, 2004 was approximately $33,745,600.

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. As of March
  26, 2004 the issuer had outstanding 38,500,000 shares of Common Stock.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ Nox

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LIBERTY STAR GOLD CORP. ANNUAL REPORT ON FORM 10-KSB

INDEX

|           |                                                                                                                       | PAGE
|---------- | --------------------------------------------------------------------------------------------------------------------- | ----
|PART I     |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 1.    | Description Of Business                                                                                               | 6   
|           |                                                                                                                       |     
|Item 2.    | Description Of Property                                                                                               | 14  
|           |                                                                                                                       |     
|Item 3.    | Legal Proceedings                                                                                                     | 14  
|           |                                                                                                                       |     
|Item 4.    | Submission Of Matters To A Vote Of Security Holders                                                                   | 14  
|           |                                                                                                                       |     
|PART II    |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 5.    | Market For Common Equity And Related Stockholder Matters                                                              | 15  
|           |                                                                                                                       |     
|Item 6.    | Management's Discussion And Analysis Or Plan Of Operation                                                             | 16  
|           |                                                                                                                       |     
|Item 7.    | Financial Statements                                                                                                  | 18  
|           |                                                                                                                       |     
|Item 8.    | Changes In And Disagreements With Accountants On Accounting
      And Financial Disclosure                            | 19  
|           |                                                                                                                       |     
|Item 8A.   | Controls and Procedures                                                                                               | 19  
|           |                                                                                                                       |     
|PART III   |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 9.    | Directors, Executive Officers, Promoters And Control
      Persons; Compliance With Section 16(A) Of The Exchange Act | 20  
|           |                                                                                                                       |     
|Item 10.   | Executive Compensation                                                                                                | 22  
|           |                                                                                                                       |     
|Item 11.   | Security Ownership Of Certain Beneficial Owners And
      Management and Related Stockholder Matters                  | 23  
|           |                                                                                                                       |     
|Item 12.   | Certain Relationships And Related Transactions                                                                        | 24  
|           |                                                                                                                       |     
|Item 13.   | Exhibits And Reports On Form 8-K                                                                                      | 26  
|           |                                                                                                                       |     
|Item 14.   | Principal Accountant Fees and Services                                                                                | 27  
|           |                                                                                                                       |     
|Signatures |                                                                                                                       | 28  

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PART I

Certain statements contained in this Form 10-KSB constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934 (the Exchange Act). These statements, identified
  by words such as plan, "anticipate," "believe," "estimate," "should,"
  "expect" and similar expressions, include our expectations and objectives regarding
  our future financial position, operating results and business strategy. These
  statements reflect the current views of management with respect to future events
  and are subject to risks, uncertainties and other factors that may cause our
  actual results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under the caption "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Form 10-KSB. We do
  not intend to update the forward-looking information to reflect actual results
  or changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (SEC), particularly
  our Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.

As used in this Annual Report, the terms "we", "us", "our",
  and our company mean Liberty Star Gold Corp. unless otherwise indicated.
  All dollar amounts in this Annual Report are in U.S. dollars unless otherwise
  stated.

Glossary of Technical Terms

The following defined technical terms are used in our Annual
  Report:

|Aeromagnetic Survey | A geophysical survey using a magnetometer aboard, or towed behind an Aircraft.                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Alteration          | Any change in the mineral composition of a rock brought about by physical
      or chemical Means.                                                                                                                                                                                                                                                                                                                                                                                               
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Assay               | A chemical test performed on a sample of ores or minerals to determine
      the amount of valuable metals contained.                                                                                                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Basement Rock       | The underlying or older rock mass. Often refers to
        rocks of Precambrian age which may be covered by younger rocks.                                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Breccia             | A rock in which angular fragments are surrounded
        by a mass of finer-grained material. Breccias may form by explosive volcanic
        action, by structural deformation (a fault breccia), by intrusive
        action (where the intrusive rock incorporates fragments of country rock),
        or by hydrothermal processes (where wall rock fragments are incorporated
        by vein material).                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Conglomerate        | A sedimentary rock consisting of rounded, water-worn pebbles or boulders
      cemented into a solid mass.                                                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Disseminated        | Where minerals occur as scattered particles in the rock.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exploration stage   | An exploration stage prospect typically involves
        testing one or more targets within an area which have been determined
        to have merit, first with a combination of geological, geochemical and
        geophysical analysis, and then, one better defined targets have been information
        necessary to develop a three dimensional geologic model of the mineralized
        zone, which could be used to demonstrate mineralized materials and/or
        mineral reserves.
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Feasibility stage   | During the feasibility stage, exploration continues
        to further increase confidence in mineralization while attempting
        to further expand the mineralization. During this stage, management develops
        in detail the necessary engineering and costing for mining,                                                                                                                                                                                                           

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|                   | processing, power and infrastructure, as well as
        the designs for the plant and equipment required to construct and operate
        a modern mining operation. It is at the end of this stage that mineralization
        could be categorized as proven and/or probable mineral reserves if a positive
        mining decision is justified. The feasibility stage normally incorporates
        several phases of work, which involve increasing levels of detail including
        (i) scooping study, (ii) pre-feasibility study, and (iii) bankable feasibility
        study.                                                   
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Development stage  | After the feasibility stage, a company could decide
        to bring the property into production. The process of bring a mine from
        the feasibility stage to the production stage is the development stage.
        It is during this stage that costs are capitalized for US financial reporting
        purposes. Construction activities carried out during the development stage
        may include shaft sinking, crosscutting, drifting and raising, stripping,
        processing plant construction, leach pad construction, tailings impoundment
        and infrastructure construction (roads, power, water, ports, etc.)
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Fracture           | A break in the rock, the opening of which affords
        the opportunity for entry of mineral-bearing solutions. A cross
        fracture is a minor break extending at more-or-less right angles
        to the direction of the principal fractures.                                                                                                                                                                                                                                                                                                                                                                                    
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Geophysics         | The study of physical properties of rock and minerals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Geochemistry       | The study of 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.                                                                                                                                                                                                                                                                                                                                                                                                                  
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Geology            | The science concerned with the study of the rocks which compose the Earth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Geophysicist       | One who studies the earth; in particular the physics of the solid earth,
      the atmosphere and the earths magnetosphere.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Intrusion          | A body of igneous rock formed by the consolidation
        of magma intruded into other rocks, in contrast to lavas, which are extruded
        upon the surface.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Limestone          | A bedded, sedimentary deposit consisting chiefly of calcium carbonate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mining             | Mining is the process of extraction and beneficiation
        of mineral reserves to produce a marketable metal or mineral product.
        Exploration continues during the mining process and, in many cases, mineral
        reserves are expanded during the life of the mine operations as the exploration
        potential of the deposit is realized.                                                                                                                                                                                                                                                                                
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Massive            | Solid (without fractures) wide (thick) rock unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Meta-volcanic      | Metamorphosed volcanic rocks. A volcanic rock which shows evidence of
      having been subjected to metamorphism.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mineralization     | The concentration of metals and their chemical compounds
        within a body of rock. A natural occurrence in rocks or soil of one or
        more metal yielding minerals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Ore                | A mixture of minerals and gangue from which at least one metal can be
      extracted at a profit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Outcrop            | That part of a geologic formation or structure that appears at the surface
      of the earth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|Porphyry        | Any igneous rock in which relatively large crystals, called phenocrysts,
      are set in a fine-grained groundmass.                                                       
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                            
|Porphyry Copper | A deposit of disseminated copper minerals in or around a large body of
      intrusive rock.                                                                               
|                |                                                                                                                                                                            
|Pluton          | Body of rock exposed after solidification at great depth.                                                                                                                  
|                |                                                                                                                                                                            
|Reserve         | That part of a mineral deposit which could be economically
        and legally extracted or produced at the time of the reserve determination.
        Reserves consist of:

| | (1) | Proven (Measured) Reserves.Reserves for which:
        (a) quantity is computed from dimensions revealed in outcrops, trenches,
        workings or drill holes; grade and/or quality are computed from the results
        of detailed sampling; and (b) the sites for inspection, sampling and measurement
        are spaced so closely and the geologic character is so well defined that
        size, shape, depth and mineral content of reserves are well-established.               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2) | Probable (Indicated) Reserves. Reserves for
        which quantity and grade and/or quality are computed from information
        similar to that used for proven (measured) reserves, but the sites for
        inspection, sampling and measurement are farther apart or are otherwise
        less adequately spaced. The degree of assurance, although lower than that
        for proven (measured) reserves, is high enough to assume continuity between
        points of observation.

|Shear                            | The deformation of rocks by lateral movement along innumerable parallel
      planes, generally resulting from pressure.                  
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                                                           
|Shield                           | A large area of exposed basement rocks often surrounded by younger rocks,
      e.g. Guyana Shield.                                       
|                                 |                                                                                                                                           
|Skarn                            | Name for the metamorphic rocks surrounding an igneous intrusive where
      it comes in contact with a limestone or dolostone formation.  
|                                 |                                                                                                                                           
|Stratigraphic, stratigraphically | Geology that deals with the origin and succession of strata.                                                                              
|                                 |                                                                                                                                           
|Strike                           | The direction or trend that a structural surface, e.g. a bedding or fault
      plane, takes as it intersects the horizontal.             
|                                 |                                                                                                                                           
|Strip                            | To remove overburden in order to expose ore.                                                                                              
|                                 |                                                                                                                                           
|Structural                       | Pertaining to geologic structure.                                                                                                         
|                                 |                                                                                                                                           
|Vein                             | An occurrence of ore with an irregular development
        in length, width and depth usually from an intrusion of igneous rock.          
|                                 |                                                                                                                                           
|Volcanics                        | Those originally molten rocks, generally fine grained,
        that have reached or nearly reached the Earths surface before solidifying.

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ITEM 1.     DESCRIPTION OF BUSINESS.

OVERVIEW

We are engaged in the acquisition and exploration of mineral
  properties in the State of Alaska. We are currently actively engaged in exploration
  activities on 981 mineral claims, spanning 237 square miles in the Iliamna region
  of southwestern Alaska (the Alaska Claims). Our plan of operations
  for the next twelve months is to continue development, mining and exploration
  activities on the Alaska Claims. We are also seeking financing to enable us
  to conduct the initial surveys and preliminary drill testing pursuant to the
  planned exploration program on the Alaska Claims.

We plan to carry out exploration work on the Alaska Claims
  in order to ascertain whether the claims possess commercially viable deposits
  of gold, copper and molybdenum. We are presently undertaking an aeromagnetic
  geophysical survey on the Alaska Claims, and intend to continue our exploration
  program this spring with commencement of a preliminary drill program beginning
  during the summer field season. No commercially viable mineral deposits or reserves
  have been identified on the Alaska Claims to date. We cannot provide any assurance
  to investors that our exploration activities will discover any commercially
  viable mineral deposit on the Alaska Claims.

The Alaska Claims are held by our wholly owned subsidiary,
  Big Chunk Corp. (Big Chunk). We acquired Big Chunk on February 3,
  2004 through a merger transaction, as described below under Merger with
  Liberty Star Nevada.

To date, we have not generated any revenues and we remain
  in the exploration stage. Our ability to pursue our business plan and generate
  revenues is subject to our ability to achieve additional financing, of which
  there is no assurance.

CORPORATE ORGANIZATION

We were incorporated as Titanium Intelligence, Inc.
  on August 20, 2001 under the Laws of the State of Nevada.

We completed a change to our authorized capital effective
  January 6, 2004. Our authorized capital was increased from 25,000,000 shares
  of common stock to 200,000,000 shares of common stock. Concurrent with this
  increase to our authorized capital, each previously issued and outstanding share
  of our common stock was exchanged for eight shares of our common stock. As a
  result, the number of shares of our common stock issued and outstanding increased
  from 2,500,000 shares to 20,000,000 shares.

We completed the acquisition of Liberty Star Gold Corp., a
  Nevada corporation (Liberty Star Nevada) on February 3, 2004. On
  February 5, 2004 we changed our name from Titanium Intelligence, Inc.
  to Liberty Star Gold Corp. to reflect the change in the nature of
  our business operations and the acquisition of Liberty Star Nevada.

We conduct our mineral exploration activities in Alaska through
  our wholly owned subsidiary, Big Chunk Corp., an Alaska Corporation. Big Chunk
  Corp was incorporated in the State of Alaska in December, 2003.

PRIOR INTERNET TEXTILE TRADE CENTER WEBSITE BUSINESS

From inception to January, 2004, we were a development stage
  company focused primarily on developing an Internet textile trade centre website
  to facilitate the trade of textile products manufactured in China. Parts of
  our website at http://www.titanium-intelligence.com commenced operation on April
  2, 2002. Our board of directors completed a review and evaluation of our textile
  trade centre website business in December, 2003. Based on this review and evaluation,
  our board of directors determined in January 2004 to discontinue our textile
  trade center website operations and to become an exploration stage company engaged
  in the acquisition and exploration of mineral properties through the acquisition
  of Liberty Star Nevada. In connection with this determination, we entered into
  a termination agreement effective January 30, 2004 whereby the membership agreement
  between us and Zhejiang Weilain Group Company dated March 28, 2002 was terminated
  by agreement.

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MERGER WITH LIBERTY STAR NEVADA

On January 19, 2004, we entered into an Agreement and Plan
  of Merger with Liberty Star Nevada, Liberty Star Acquisition Corp. (Liberty
  Star Acquisition), our former wholly owned subsidiary, Alaska Star Minerals
  LLC (Alaska Star), and the beneficial owners of Alaska Star, namely,
  James Briscoe and Paul Matysek (the Merger Agreement).

Alaska Star Minerals is an Arizona limited liability company
  that is owned equally by James Briscoe and Paul Matysek.

Liberty Star Nevada was incorporated on January 14, 2004 under
  the laws of the State of Nevada. Liberty Star Nevada was owned by Alaska Star
  prior to the merger. Liberty Star Nevada was the owner of Big Chunk prior to
  the merger.

Liberty Star Acquisition was incorporated under the laws of
  the State of Nevada on January 14, 2004. Liberty Star Acquisition was our wholly
  owned subsidiary and was incorporated for the purpose of completing the merger
  with Liberty Star Nevada under the Merger Agreement.

The Merger Agreement provided for the merger of Liberty Star
  Nevada and Liberty Star Acquisition, with Liberty Star Acquisition being the
  surviving corporation. The merger was completed effective February 3, 2004,
  with Liberty Star Acquisition as the surviving corporation. On closing of the
  merger, we issued 17,500,000 shares of our common stock to Alaska Star as the
  sole shareholder of Liberty Star Nevada. As a result of this issuance, the number
  of outstanding shares of our common stock was increased from 20,000,000 shares
  to 37,500,000 shares. Big Chunk became our wholly owned subsidiary upon completion
  of the merger.

Subsequent to the merger, we merged with Liberty Star Acquisition
  through a parent/ subsidiary merger completed pursuant to NRS 92A.180. This
  parent/ subsidiary merger was completed effective February 5, 2004. We changed
  our corporate name to Liberty Star Gold Corp. effective February
  5, 2004 concurrent with this parent/ subsidiary merger with Liberty Star Acquisition.

As a condition to the closing of the merger, we agreed to
  appoint James Briscoe and Jon Young as members of our board of directors on
  closing, and Chen (Jason) Wu and Paulo Martins agreed to tender their respective
  resignations as directors in connection with closing of the merger. James Briscoe
  and Jon Young were appointed as members of our board of directors on February
  3, 2004. John Guilbert was appointed as one of our directors subsequent to the
  merger on February 5, 2004.

THE ALASKA CLAIMS

Acquisition of the Alaska Claims

We hold a 100% interest in the Alaska Claims through our wholly
  owned subsidiary Big Chunk Corp. The Alaska Claims were staked on behalf of
  Big Chunk by an independent contractor in December, 2003.

We paid the applicable rental fees required by Alaskan mining
  regulations for the staking of the property, which extends the Alaska Claims
  for a two year period from the staking of the claims. Annual assessment work
  of $400 per 1⁄4 section must also be performed by us in order to keep the
  claims in good standing. We are currently conducting a detailed aeromagnetic
  geophysical survey at cost of approximately $200,000. The costs of the survey
  will be applied to meet a portion of the applicable annual work assessment requirements
  to keep the property in good standing. The cost of additional geotechnical studies
  leading up to any drilling operations conducted by us will also be applied to
  any annual work assessment requirements.

Description of Property and Location of Alaska Claims

The Alaska Claims consist of 981 mineral claims, spanning
  237 square miles in the Iliamna region of southwestern Alaska, located on the
  north side of the Cook Inlet, approximately 300 miles (500 km) southwest of
  the city of Anchorage, Alaska. The property lies about 20 to 40 miles north
  of Lake Iliamna, and 15 to 30 miles northwest of the village of the same name.
  The only access to the Alaska Claims and the

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general area is by snowmobile in the winter, helicopter during
  any time of the year, or by foot. However, there is a major road being planned
  to access the adjacent Pebble porphyry gold-copper-molybdenum planned open pit
  mine. This road will be built by the State of Alaska in order to promote production
  from the nearby Pebble Deposit. When that road is complete, the Alaska Claims
  may be accessible from the end of this road. However, the property will remain
  largely accessible only by foot, snowmobile or helicopter year round.

Geology of the Alaska Claims

Basement or pre-intrusive rocks in the Alaska Claims area
  include Triassic to Cretaceous sediments ranging from limestone to shales, sandstone
  and conglomerate as well as volcanoclastic units. These units have been intruded
  by a variety of intrusives ranging in age from Upper Cretaceous to Tertiary.
  Included are quartz monzonite, granodiorite, quartz diorite and porphyrtic granodiorite
  intrusive types. These rocks are thought to be contemporaneous with metallic
  mineral emplacement and alteration. Post mineral cover rocks include Tertiary
  volcanics of basaltic, andesitic and rhyolitic composition. These post mineral
  cover rocks include flows and flow breccias as well as pyroclastic tuffs. Thin
  alluvium of various types cover low areas.

Mineralization is expected to be disseminated in intrusive
  rocks in typical porphyry manner. Higher-grade skarn replacements in limestones
  as well as in hornfelsed clastic rocks are expected. Large breccia features,
  perhaps pipes, have been described in the area and may provide loci for high-grade
  mineralization.

Exploration History of the Alaska Claims

Development of geologic and geophysical information has been
  continuous since late September of 2003. Consultation with experts on this type
  of deposit has been continuous including world recognized experts including
  Dr. John M. Guilbert, the co-Author of the Porphyry Copper Model
  type of mineralization which comprise these targets, Dr. George Davis, structural
  geologist, Mr. Jan Klein, geophysicist and Mr. Phillip St. George, geologist.
  Dr. John M. Guilbert is one of our directors. Mr. St George was the discoverer
  of the Pebble Deposit and Mr. Klein was the geophysicist who worked with him.
  All of these geoscientists believe the exploration model on which our targeting
  and exploration of the Alaska Claims is based is valid and are now working on
  our Technical Advisory Board or are working as consultants for the project.
  However, we have not yet completed any formal geological report on the Alaska
  Claims to date.

Present Condition of the Alaska Claims and History of Operations

Prior to the completion of our aeromagnetic survey of the
  Alaska Claims, there has not been any exploration or development activity on
  the Alaska Claims. The Alaska Claims are adjacent to the Pebble porphyry gold-copper-molybdenum
  mineral deposit and alteration zone. Mineralized material located on adjoining
  property may not be located under our property.

The property covered by the Alaska Claims is undeveloped and
  does not contain any open-pit or underground mines. There is no mining plant
  or equipment located on property covered by the Alaska Claims. Currently, there
  is no power supply to the property covered by the Alaska Claims.

Exploration on the Alaska Claims is in the beginning stages.
  The Alaska Claims are located in a remote area of southwestern Alaska where
  limited exploration and development activity has occurred. The area is largely
  covered by glacial debris, soil, tundra and in some areas, post mineral volcanics.
  Little geologic, geochemical or geophysical data is available, and that which
  is available is of a general nature and of low quality.

Planned Exploration Program

We are presently undertaking the exploration program described
  below in order to assess whether large disseminated gold-copper-molybdenum porphyry
  mineral zones are located on the property. These are expected to be near surface
  and only thinly covered. Experienced porphyry geologists will execute these
  programs. We have formed a technical advisory board headed by Dr. John M. Guilbert,
  one of our directors, to provide advice and expertise on specifics of our exploration
  program.

A detailed aeromagnetic geophysical survey on the Alaska Claims
  was started in January 10, 2003 and is approximately eighty percent complete
  as of March 29,2004 The cost of the phase four exploration program is

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anticipated to be approximately $200,000, not including consulting
  fees. This low-level fixed wing topographically draped survey covered six magnetic
  lines per square mile of the Alaska Claims property. The survey covers about
  1,402 square miles with 18,099 kilometres (about 11,247 miles) of flight line
  on the property, and is supervised by an experienced geophysicist who was involved
  in the original geophysical work on the adjacent property.

Concurrent with the geophysical survey a detailed GIS (Geographic
  Information Systems) computer data map including all geotechnical components
  of the area currently known is being prepared. After the completion of the aeromagnetic
  survey, the results will be superimposed on the GIS Computer Map and the results
  interpreted along with the other geologic details. Further, aeromagnetic details
  associated with other known mineralized calderas are being compiled for comparison
  purposes.

After geophysical and geologic analysis of the detailed aeromagnetic
  survey data along with geology has been made additional exploration work will
  be planned based on the results of the survey. The extent of the next steps
  in our exploration program will be dependent on the results and conclusions
  of the initial steps of our exploration program. However, we believe that additional
  geophysics surveys and geochemical surveys of several types will be required
  once the initial survey is completed. We also anticipate proceeding with geological
  mapping of the Alaska Claims once the initial survey is completed. This mapping
  will include the use of moderate resolution multispectral satellite imagery
  (ASTER) as well as very high-resolution Ikonos or Quick Bird satellite imagery.
  After interpretation of this imagery in the computer laboratory, field ground
  geologic truthing and detailed geologic and alteration mapping will
  be done by highly experienced porphyry deposit specialists. Targets for drilling
  will be evaluated and drilled later in the field season.

The expenditures to be made by us in the exploration of our
  mineral claims may not result in the discovery of mineral deposits. Problems
  such as unusual or unexpected formations and other conditions are involved in
  mineral exploration and often result in unsuccessful exploration efforts. If
  the results of exploration do not reveal viable commercial mineralization, we
  may decide to abandon our claims and acquire new claims for new exploration.
  The acquisition of additional claims will be dependent upon our possessing capital
  resources at the time in order to purchase such claims. If no funding is available,
  we may be forced to abandon our operations.

Our exploration plan for the Alaska Claims, together with the status of each activity and its estimated cost, is summarized below:

|Stage     | Activity                                                                                                                                                                                                                                         | Status                                                                                                                                                                                                | Cost         
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------
|Phase I   | Concept  Initial Research, Land ownership status, geologic
      research, claim staking & filing & fee payment, aeromagnetic survey
      design and execution, exploration program design & budget, contract
      awards, field preparation. | All tasks are completed except for the aeromagnetic survey
      which is 80% complete as of the filing of this document, and the final budget
      and field prep.                                  | $527,000     
|Phase II  | Magnetic survey interpretation, field exploration ground work
      including geology, geochemistry, IP electrical ground geophysics, drill
      program design & drilling of 2,000 meters.                                                     | Magnetic survey interpretation is underway as of the date
      of this report. Ground field work is anticipated to start May 15, 2004 or
      what ever time snow has melted off the surface.       | $2,723,000(1)
|Phase III | Data compilation, interpretation, planning for field season
      2005, final report and recommendations                                                                                                                                         | This will take place after demobilization of the drill rig
      sometime in early-October to early-November. The final report will be submitted
      by the first week in January, 2005 or earlier. | $200,000     
|          |                                                                                                                                                                                                                                                  | Total Cost                                                                                                                                                                                            | $3,450,000   

|(1) | The cost of our planned drilling program will be
        dependent on the scope of drilling program recommended after analysis
        of the results of our initial exploration activities. As the scope of
        any recommended drilling program is not yet known, the actual cost to
        be incurred on the drilling program may vary significantly from this estimate.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Our expenditures on our planned aeromagnetic geophysical survey
  is budgeted at approximately $200,000. Budgeting for the remainder of the currently
  planned fieldwork is still in process. It is estimated that approximately $3,450,000
  will be expended over the next twelve months by us to fund our exploration program
  and working capital requirements, subject to our ability to obtain additional
  financing and the results of the initial exploration program undertaken by us
  on the property.

Our cash on hand as of December 31, 2003 was $16,820. Subsequent
  to December 31, 2003, we completed a private placement financing of $1,000,000
  of which $313,070 was applied to repay indebtedness incurred to stake the Alaska
  claims and carry our initial exploration activities. We believe that our current
  resources are sufficient to conduct the initial phases of our exploration program.
  However, we will require additional financing in order to proceed with any additional
  work beyond the initial phases of our exploration program, including our planned
  drilling program. No additional work aside from the completion of the initial
  phases of the exploration program are planned at this time.

We plan to engage Avalon Development Corp. as the prime exploration
  contractor who will be used for certain technical activities in connection with
  our exploration program. We also plan to establish an exploration base camp
  in the small town of Iliamna in rental living facilities in connection with
  our ongoing exploration activities. Drill core will be stored in sun and weatherproofed
  polyethylene core boxes and metal racks designed for the purpose. Rental for
  such facilities is expected to cost from $2,000 to $4,000 per year.

Compliance with Government Regulation

We will be required to comply with all regulations, rules
  and directives of governmental authorities and agencies applicable to the exploration
  of minerals in the State of Alaska.

We have paid the applicable rental fees required by Alaskan
  mining regulations for the staking of the property, which extends the Alaska
  Claims for a two year period from the staking of the claims. Annual assessment
  work of $400 per 1⁄4 section must also be performed by us in order to keep
  the claims in good standing or a total of $379,200 must be paid to maintain
  the claims in good standing. We are currently conducting a detailed aeromagnetic
  geophysical survey and associated work at cost of approximately $200,000. The
  costs of the survey will be used to meet a portion of applicable annual work
  assessment requirements. Additional geotechnical studies and drilling that we
  plan to complete may be applied towards maintaining the claims in good standing
  for future years.

In order to proceed with any drilling program, we will have
  to apply to the Alaska Department of Natural Resources, the Alaska Department
  of Conservation and the US Corps of Engineers. The permitting process is anticipated
  to take approximately 6 weeks and would be done through contractors based in
  Anchorage. The permit fees are anticipated to be in under $1,000 in total. The
  cost of contractors assisting with the permitting process is estimated to be
  approximately $15,000. The permitting process will be targeted to commence early
  in the field season with the objective of obtaining drilling permits for those
  locations identified for prospective drilling as a result of our initial exploration.

Additional approvals and authorizations may be required from
  other government agencies, depending upon the nature and scope of the proposed
  exploration program. The amount of these costs is not known at this time as
  we do not know the size, quality of any resource or reserve at this time, it
  is impossible to assess the impact of any capital expenditures on earnings or
  our competitive position.

Competition

We are a junior mineral resource exploration company engaged
  in the business of mineral exploration. We compete with other junior mineral
  resource exploration companies for financing from a limited number of investors
  that are prepared to make investments in junior mineral resource exploration
  companies. The presence of competing junior mineral resource exploration companies
  may impact on our ability to raise additional capital in order to fund our property
  acquisitions and exploration programs if investors are of the view that investments
  in competitors are more attractive based on the merit of the mineral properties
  under investigation and the price of the investment offered to investors.

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We also compete for mineral properties of merit with other
  junior exploration companies. Competition could reduce the availability of properties
  of merit or increase the cost of acquiring additional mineral properties.

Many of the junior resource exploration companies with whom
  we compete have greater financial and technical resources than we do. Accordingly,
  these competitors may be able to spend greater amounts on acquisitions of properties
  of merit and on exploration of their properties. In addition, they may be able
  to afford greater geological expertise in the targeting and exploration of resource
  properties. This competition could result in our competitors having resource
  properties of greater quality and interest to prospective investors who may
  finance additional exploration and to senior exploration companies that may
  purchase resource properties or enter into joint venture agreements with junior
  exploration companies. This competition could adversely impact on our ability
  to finance property acquisitions and further exploration.

Employees

We have no employees as of the date of this Annual Report.
  We anticipate that we will rely on the contracting of independent consultants
  during our exploration stage, rather than hiring employees.

Research and Development Expenditures

We have not incurred any research or development expenditures during our last two fiscal years.

Subsidiaries

Other than Big Chunk Corp., our wholly owned Alaska subsidiary, we have no subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

RISK FACTORS

An investment in our common stock involves a high degree of
  risk. You should carefully consider the risks described below and the other
  information in this Annual Report before investing in our common stock. If any
  of the following risks occur, our business, operating results and financial
  condition could be seriously harmed. The trading price of our common stock could
  decline due to any of these risks, and you may lose all or part of your investment.

We have yet to attain profitable operations and because
  we will need additional financing to fund our extensive exploration activities,
  our accountants believe there is substantial doubt about our ability to continue
  as a going concern

We have incurred a net loss of $129,097 for the period from
  August 20, 2001 (inception) to December 31, 2003, and have no revenue to date.
  As of December 31, 2003, we had cash in the amount of $16,820. We believe that
  our current resources are sufficient to conduct the initial phase of our exploration
  program. However, we will require additional financing in order to proceed with
  any additional work beyond the initial phase of our exploration program, including
  our planned drilling program. No additional work aside from the completion of
  our proposed exploration program is planned at this time. We will also require
  additional financing if the costs of the exploration of our mineral claims are
  greater than anticipated. We will also require additional financing to sustain
  our business operations if we are not successful in earning revenues. We currently
  do not have any arrangements for financing and we may not be able to obtain
  financing when required. Our future is dependent upon our ability to obtain
  financing and upon future profitable operations from the development of our
  mineral claims.

Because of the unique difficulties and uncertainties inherent
  in mineral exploration ventures, we face a high risk of business failure

Potential investors should be aware of the difficulties normally
  encountered by new mineral exploration companies and the high rate of failure
  of such enterprises. The likelihood of success must be considered in

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

Because of the speculative nature of exploration of mineral
  properties, there is no assurance that our exploration activities will result
  in the discovery of new commercially exploitable quantities of minerals or that
  the amount of our proven and probable reserves will increase as a result of
  new exploration.

We plan to continue exploration on our Alaska mineral properties.
  The search for valuable minerals as a business is extremely risky. We can provide
  investors with no assurance that additional exploration on our properties will
  establish that additional commercially exploitable reserves of gold exist on
  our properties. Problems such as unusual or unexpected geological formations
  or other variable conditions are involved in exploration and often result in
  exploration efforts being unsuccessful. The additional potential problems include,
  but are not limited to, unanticipated problems relating to exploration and attendant
  additional costs and expenses that may exceed current estimates. These risks
  may result in us being unable to establish the presence of additional commercial
  quantities of ore on our mineral claims with the result that our ability to
  fund future exploration activities may be impeded.

Because we anticipate our operating expenses will increase
  prior to our earning revenues, we may never achieve profitability

Prior to completion of our exploration stage, we anticipate
  that we will incur increased operating expenses without realizing any revenues.
  We therefore expect to incur significant losses into the foreseeable future.
  We recognize that if we are unable to generate significant revenues from the
  exploration of our mineral claims, we will not be able to earn profits or continue
  operations. There is no history upon which to base any assumption as to the
  likelihood that we will prove successful, and we can provide no assurance that
  we will generate any revenues or ever achieve profitability. If we are unsuccessful
  in addressing these risks, our business will most likely fail.

Because of the inherent dangers involved in mineral exploration,
  there is a risk that we may incur liability or damages as we conduct our business

The search for valuable minerals involves numerous hazards.
  As a result, we may become subject to liability for such hazards, including
  pollution, cave-ins and other hazards against which we cannot insure or against
  which we may elect not to insure. At the present time we have no coverage to
  insure against these hazards. The payment of such liabilities may have a material
  adverse effect on our financial position.

Because access to our mineral claim may be restricted by
  inclement weather, we may be delayed in our exploration

Access to the Alaska Claims may be restricted through some
  of the year due to weather in the area. As a result, any attempt to test or
  explore the property is largely limited to the times when weather permits such
  activities. These limitations can result in significant delays in exploration
  efforts. Such delays can have a significant negative effect on our exploration
  efforts.

As we undertake exploration of our mineral claim, we will
  be subject to compliance with government regulation that may increase the anticipated
  cost of our exploration program

There are several governmental regulations that materially
  restrict mineral exploration. We will be subject to the laws of the State of
  Alaska as we carry out our exploration program. We may be required to obtain
  work permits, post bonds and perform remediation work for any physical disturbance
  to the land in order to comply

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with these laws. While our planned exploration program budgets
  for regulatory compliance, there is a risk that new regulations could increase
  our costs of doing business and prevent us from carrying out our exploration
  program.

If our exploration costs are higher than anticipated, then
  our profitability will be adversely affected.

We are currently proceeding with exploration of our mineral
  properties on the basis of estimated exploration costs. If our exploration costs
  are greater than anticipated, then we will not be able to carry out all the
  exploration of the Alaska Claims that we intend to carry out. Factors that could
  cause exploration costs to increase are: adverse weather conditions, difficult
  terrain and shortages of qualified personnel.

As we face intense competition in the mining industry,
  we will have to compete with our competitors for financing and for qualified
  managerial and technical employees.

The mining industry is intensely competitive in all of its
  phases. Competition includes large established mining companies with substantial
  capabilities and with greater financial and technical resources than we have.
  As a result of this competition, we may be unable to acquire additional attractive
  mining claims or financing on terms we consider acceptable. We also compete
  with other mining companies in the recruitment and retention of qualified managerial
  and technical employees. If we are unable to successfully compete for financing
  or for qualified employees, our exploration and development programs may be
  slowed down or suspended.

Our common stock is penny stock, with the result
  that trading of our common stock in any secondary market may be impeded

The SEC has adopted rules that regulate broker-dealer practices
  in connection with transactions in penny stocks. Penny stocks are generally
  equity securities with a price of less than $5.00, other than securities registered
  on certain national securities exchanges or quoted on the Nasdaq system, provided
  that current price and volume information with respect to transactions in such
  securities is provided by the exchange or system. The penny stock rules require
  a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized
  risk disclosure document prepared by the Commission, that: (a) contains a description
  of the nature and level of risk in the market for penny stocks in both public
  offerings and secondary trading; (b) contains a description of the broker's
  or dealer's duties to the customer and of the rights and remedies available
  to the customer with respect to a violation to such duties or other requirements
  of Securities' laws; (c) contains a brief, clear, narrative description of a
  dealer market, including bid and ask prices for penny stocks and the significance
  of the spread between the bid and ask price; (d) contains a toll-free telephone
  number for inquiries on disciplinary actions; (e) defines significant terms
  in the disclosure document or in the conduct of trading in penny stocks; and
  (f) contains such other information and is in such form, including language,
  type, size and format, as the Commission shall require by rule or regulation.
  The broker-dealer also must provide, prior to effecting any transaction in a
  penny stock, the customer with: (a) bid and offer quotations for the penny stock;
  (b) the compensation of the broker-dealer and its salesperson in the transaction;
  (c) the number of shares to which such bid and ask prices apply, or other comparable
  information relating to the depth and liquidity of the market for such stock;
  and (d) a monthly account statements showing the market value of each penny
  stock held in the customer's account. In addition, the penny stock rules require
  that prior to a transaction in a penny stock not otherwise exempt from those
  rules; the broker-dealer must make a special written determination that the
  penny stock is a suitable investment for the purchaser and receive the purchaser's
  written acknowledgment of the receipt of a risk disclosure statement, a written
  agreement to transactions involving penny stocks, and a signed and dated copy
  of a written suitability statement. These disclosure requirements may have the
  effect of reducing the trading activity in the secondary market for our stock
  as it is subject to these penny stock rules. Therefore, stockholders may have
  difficulty selling those securities.

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ITEM 2.     DESCRIPTION OF PROPERTY.

We own a 100% interest in the Alaska Claims, as described
  in Item 1.  Description of Business. We do not own any property other
  than the Alaska Claims.

Our principal office consists of approximately 1,300 square
  feet of engineering office space and 1,800 square feet of warehouse storage
  space located at 2766 N. Country Club Rd., Tucson, Arizona, USA 85716. We sublease
  these premises from JABA (US) Inc. for $1,500 per month plus a pro rata share
  of utilities and maintenance on a one year lease. See Item 12.  Certain
  Relationships and Related Transactions.

We also maintain administrative offices located at #600 
  625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6. These premises
  are comprised of approximately 600 square feet. This office space and additional
  common office area is currently shared and connected with other resource exploration
  companies. We currently pay a nominal fee per month for rent and office related
  services. This rent is on a month to month basis without a formal contract.

ITEM 3.     LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
  SECURITY HOLDERS.

No matters were submitted to our security holders for a vote during the fourth quarter of our fiscal year ending December 31, 2003.

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PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS.

Until February 6, 2004, our shares of common stock were quoted
  on the OTC Bulletin Board under the symbol TTUM. We changed our
  name from Titanium Intelligence, Inc. to Liberty Star Gold
  Corp. in February 2004. Our stock symbol on the OTC Bulletin Board was
  changed to LBTS as a result of this name change. During the period
  from the date of incorporation to December 31, 2003, there were no reported
  high or low bid prices for our common stock. The source of the high and low
  bid information for trading on the OTC Bulletin Board is the OTC Bulletin Board.

Holders of Our Common Stock

As of March 26, 2004, we had 61 registered stockholders holding 38,500,000 shares of our common stock.

Dividends

There are no restrictions in our articles of incorporation
  or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
  however, do prohibit us from declaring dividends where, after giving effect
  to the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                   
| | 2. | Our total assets would be less than
        the sum of our total liabilities plus the amount that would be needed
        to satisfy the rights of shareholders who have preferential rights superior
        to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends
  in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

We did not complete any sales of our common stock during our fiscal year ended December 31, 2003.

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ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS
  OR PLAN OF OPERATION.

PLAN OF OPERATIONS

Our expenditures on our planned aeromagnetic geophysical survey
  is budgeted at approximately $200,000. Budgeting for the remainder of the currently
  planned fieldwork is still in process. We estimate that we will spend more than
  $3 million over the next twelve months to fund our exploration program and working
  capital requirements. Our ability to complete our plan of operations is subject
  to our ability to obtain additional financing and the results of the initial
  exploration program undertaken by us on the Alaska Claims property.

We anticipate that we will incur the following expenses over the next twelve months:

|EXPENSE                            | AMOUNT    
|---------------------------------- | ----------
|Mineral Claim Exploration Expenses | $3,450,000
|Management Fees                    | 60,000    
|Professional Fees                  | 60,000    
|General Administrative Expenses    | 120,000   
|TOTAL                              | $3,690,000

Our estimated general operating costs of approximately $240,000
  includes operating expenses such as transfer agent and filing fees, professional
  legal and accounting expenses, investor relations, travel, and other costs associated
  with being a reporting issuer under the Exchange Act, over the next twelve months.

Our cash on hand as of December 31, 2003 was $16,820. Subsequent
  to December 31, 2003, we completed a private placement financing of $1,000,000
  of which $313,070 was applied to repay indebtedness incurred to stake the Alaska
  claims and carry our initial exploration activities. Our total expenditures
  over the next twelve months are anticipated to be approximately $3,690,000.
  Accordingly, we will require financing to fund our operations for the next twelve
  months. If we are unable to obtain additional financing, our business plan will
  be significantly delayed until a point in time when we would be able to secure
  the necessary financing. We anticipate that any financing will be an equity
  financing. However, there is no assurance that we will be able to secure the
  necessary financing. We may also require further funding in order finance the
  acquisition of any other mineral properties.

PRESENTATION OF FINANCIAL INFORMATION

We completed the acquisition of Liberty Star Nevada effective
  February 3, 2004. Under United States generally accepted accounting principles,
  this merger has been treated as a recapitalization of Liberty Star Nevada. Liberty
  Star Nevada will be treated as the acquirer for accounting purposes, even though
  we are the legal acquirer. For the year ended December 31, 2003, our financial
  statements reflect our financial information prior to our acquisition of Liberty
  Star Nevada during the period when our corporate name was Titanium Intelligence
  Inc. and reflect our prior business operations. Accordingly, our financial
  statements included with this Annual Report on Form 10-KSB do not reflect the
  operating results or financial condition of Liberty Star Nevada.

Results of Operations for the Year Ended December 31, 2003

We have not earned any revenues to date. We do not anticipate
  earning revenues until such time as we enter into commercial production of our
  mineral properties. We are presently in the exploration stage of our business
  and we can provide no assurance that we will discover commercially exploitable
  levels of mineral

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resources on our properties, or if such deposits are discovered,
  that we will enter into further substantial exploration programs.

We incurred expenses in the amount of $65,963 for the year
  ended December 31, 2003, compared to $66,478 for the year ended December 31,
  2002.

We incurred professional fees in the amount of $47,971 during
  the year ended December 31, 2003, compared to $55,807 for the year ended December
  31, 2002. These professional fees were primarily attributable to compliance
  with our filing a registration statement under the Securities Act of 1933 and
  our becoming reporting company under the Securities Exchange Act of 1934.

Net Loss

We incurred a loss before other items of $65,963 for the year
  ended December 31, 2003, compared to a loss before other items of $66,478 for
  the year ended December 31, 2002. Our loss before other items was attributable
  entirely to operating expenses.

Liquidity and Financial Condition

We had cash and cash equivalents in the amount of $16,820
  as of December 31, 2003. We had a working capital deficit of $29,097 as of December
  31, 2003

Subsequent to December 31, 2003, we completed a private placement
  financing of $1,000,000 of which $313,070 was applied to repay indebtedness
  incurred to stake the Alaska claims and carry our initial exploration activities.
  The private placement financings were completed with two investors who had advanced
  funds to stake the Alaska claims and to enable us to carry out our initial exploration
  activities. The investors purchased an aggregate of 1,000,000 shares at a price
  of $1.00 per share effective March 5, 2004. The shares were issued to the investors
  pursuant to Regulation S of the Securities Act of 1933.

We will require additional financing in order to enable us
  to proceed with our plan of operations, as discussed above under Plan of Operations.
  In total, we anticipate that we will require a minimum of approximately $3,690,000
  over the next twelve months to pay for our ongoing expenses, as described above
  under plan of operations. These cash requirements are in excess of our current
  cash and working capital resources. Accordingly, we will require additional
  financing in order to continue operations and to repay our accrued liabilities.
  We have no arrangements in place for any additional financing and there is no
  assurance that we will achieve the required additional funding. There is no
  assurance that any party will advance additional funds to us in order to enable
  us to sustain our plan of operations or to repay our liabilities.

We have not attained profitable operations and are dependent
  upon obtaining financing to pursue any extensive exploration activities. For
  these reasons our auditors stated in their report that they have substantial
  doubt we will be able to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to stockholders.

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ITEM 7.     FINANCIAL STATEMENTS.

Included with this Annual Report on Form 10-KSB are our audited
  financial statements for the year ended December 31, 2003 that are comprised
  of the following:

|1. | Auditors Report;                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                              
|2. | Audited Financial Statements for the year ended
      December 31, 2003, including: a. Balance Sheets as at December 31, 2003
      and 2002;
|   |                                                                                                                                              
|   | b.                                                                                                                                           
|   |                                                                                                                                              
|   | c.                                                                                                                                           
|   |                                                                                                                                              
|   | d.                                                                                                                                           
|   |                                                                                                                                              
|   | e.                                                                                                                                           

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LIBERTY STAR GOLD CORP.
  (formerly Titanium Intelligence, Inc.)
  (A Development Stage Company)

FINANCIAL STATEMENTS
  (Expressed in United States Dollars)

DECEMBER 31, 2003



F-1

---

|Dohan and Company 
      Certified Public Accountants 
      A Professional Association | 7700 North Kendall Drive, 200
      Miami, Florida 33156-7564
      Telephone (305) 274-1366
      Facsimile (305) 274-1368
      E-mail info@uscpa.com
      Internet www.uscpa.com
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INDEPENDENT AUDITOR'S REPORT

Stockholders and Board of Directors
  Liberty Star Gold Corp. (formerly Titanium Intelligence, Inc.)
  (A Development Stage Company)
  Port Moody, BC, Canada

We have audited the accompanying balance sheet of Liberty Star
  Gold Corp. (formerly Titanium Intelligence, Inc.) (A Development Stage Company)
  as of December 31, 2003 and 2002, and the related statements of operations,
  stockholders’ equity (deficiency in assets) and cash flows for the years
  then ended. 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 audit.

We conducted our audits in accordance with auditing standards
  generally accepted in the United States of America. Those standards require
  that we plan and perform the audit to obtain reasonable assurance about 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. We believe that our audits provide
  a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Liberty
  Star Gold Corp. (formerly Titanium Intelligence, Inc.) (A Development Stage
  Company) at December 31, 2003 and 2002, and the results of its operations and
  its cash flows for the years then ended in conformity with accounting principles
  generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, the Company has incurred losses totaling $129,097
  from inception (August 20, 2001) to December 31, 2003, has a deficiency in assets
  and a negative working capital, all of which raise substantial doubt about its
  ability to continue as a going concern. Management's plans in regard to these
  matters are also described in Note 2. The financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

/s/ Dohan and Company, P.A.
  Certified Public Accountants

Miami, Florida
  March 26, 2004

F-2

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  BALANCE SHEETS 
  (Expressed in United States Dollars)
  AS AT DECEMBER 31

|                                                                              |   | 2003     |   |   | 2002    |  
|----------------------------------------------------------------------------- | - | -------- | - | - | ------- | -
|                                                                              |   |          |   |   |         |  
|ASSETS                                                                        |   |          |   |   |         |  
|                                                                              |   |          |   |   |         |  
|Current                                                                       |   |          |   |   |         |  
|Cash and cash equivalents                                                     | $ | 16,820   |   | $ | 59,597  |  
|Deferred tax asset less valuation allowance of $44,450
      (2002 - $24,000) |   | -        |   |   | -       |  
|                                                                              |   |          |   |   |         |  
|Total assets                                                                  | $ | 16,820   |   | $ | 59,597  |  
|                                                                              |   |          |   |   |         |  
|                                                                              |   |          |   |   |         |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)                   |   |          |   |   |         |  
|                                                                              |   |          |   |   |         |  
|Current                                                                       |   |          |   |   |         |  
|Accounts payable and accrued liabilities                                      | $ | 17,765   |   | $ | 14,903  |  
|Accounts payable and accrued liabilities  related
      parties (Note 7)     |   | 3,152    |   |   | -       |  
|Due to related parties (Note 5)                                               |   | 25,000   |   |   | 15,366  |  
|                                                                              |   |          |   |   |         |  
|Total current liabilities                                                     |   | 45,917   |   |   | 30,269  |  
|                                                                              |   |          |   |   |         |  
|Commitments (Note 9)                                                          |   |          |   |   |         |  
|                                                                              |   |          |   |   |         |  
|Stockholders' equity (deficiency in assets)                                   |   |          |   |   |         |  
|Common stock (Note 6)                                                         |   |          |   |   |         |  
|Authorized                                                                    |   |          |   |   |         |  
|200,000,000 common
      shares with a par value of $0.001                    |   |          |   |   |         |  
|Issued                                                                        |   |          |   |   |         |  
|20,000,000
      common shares (2002  20,000,000)                            |   | 20,000   |   |   | 20,000  |  
|Additional paid-in capital (Note 6)                                           |   | 80,000   |   |   | 80,000  |  
|Deficit accumulated during the development stage                              |   | (129,097 | ) |   | (70,672 | )
|                                                                              |   |          |   |   |         |  
|Total stockholders' equity (deficiency in assets)                             |   | (29,097  | ) |   | 29,328  |  
|                                                                              |   |          |   |   |         |  
|Total liabilities and stockholders' equity
      (deficiency in assets)       | $ | 16,820   |   | $ | 59,597  |  

See accompanying notes.

F-3

---

LIBERTY STAR GOLD CORP. 
  (formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  STATEMENTS OF OPERATIONS 
  (Expressed in United States Dollars)

|                                                                    |   | Period From   |   |   |              |   |   |              |  
|------------------------------------------------------------------- | - | ------------- | - | - | ------------ | - | - | ------------ | -
|                                                                    |   | Incorporation |   |   |              |   |   |              |  
|                                                                    |   | (August 20,   |   |   |              |   |   |              |  
|                                                                    |   | 2001) to      |   |   | Year Ended   |   |   | Year Ended   |  
|                                                                    |   | December 31,  |   |   | December 31, |   |   | December 31, |  
|                                                                    |   | 2003          |   |   | 2003         |   |   | 2002         |  
|                                                                    |   |               |   |   |              |   |   |              |  
|EXPENSES                                                            |   |               |   |   |              |   |   |              |  
|Consulting fees                                                     | $ | 266           |   | $ | 266          |   | $ | -            |  
|Management fees - related party (Note 7)                            |   | 11,750        |   |   | 11,750       |   |   | -            |  
|Office and miscellaneous                                            |   | 5,718         |   |   | 4,789        |   |   | 921          |  
|Office and miscellaneous - related party (Note 7)                   |   | 152           |   |   | 152          |   |   | -            |  
|Professional fees                                                   |   | 108,895       |   |   | 47,971       |   |   | 55,807       |  
|Travel - related party (Note 7)                                     |   | 7,250         |   |   | -            |   |   | 7,250        |  
|Web-site development - related party (Note 4)                       |   | 3,535         |   |   | 1,035        |   |   | 2,500        |  
|                                                                    |   |               |   |   |              |   |   |              |  
|                                                                    |   | (137,566      | ) |   | (65,963      | ) |   | (66,478      | )
|                                                                    |   |               |   |   |              |   |   |              |  
|OTHER INCOME (EXPENSE)                                              |   |               |   |   |              |   |   |              |  
|Foreign exchange gain                                               |   | 505           |   |   | 105          |   |   | 400          |  
|Gain on settlement of debt to related party (Note 5)                |   | 7,366         |   |   | 7,366        |   |   | -            |  
|Interest income                                                     |   | 598           |   |   | 67           |   |   | 467          |  
|                                                                    |   |               |   |   |              |   |   |              |  
|                                                                    |   | 8,469         |   |   | 7,538        |   |   | 867          |  
|                                                                    |   |               |   |   |              |   |   |              |  
|Loss before income taxes                                            |   | (129,097      | ) |   | (58,425      | ) |   | (65,611      | )
|                                                                    |   |               |   |   |              |   |   |              |  
|Provision for income taxes                                          |   | -             |   |   | -            |   |   | -            |  
|                                                                    |   |               |   |   |              |   |   |              |  
|Net loss                                                            | $ | (129,097      | ) | $ | (58,425      | ) | $ | (65,611      | )
|                                                                    |   |               |   |   |              |   |   |              |  
|Basic and diluted net loss per share of common
      stock          |   |               |   | $ | (0.01        | ) | $ | (0.01        | )
|                                                                    |   |               |   |   |              |   |   |              |  
|Weighted average number of shares of common
      stock outstanding |   |               |   |   | 20,000,000   |   |   | 20,000,000   |  

See accompanying notes.

F-4

---

LIBERTY STAR GOLD CORP. 
  (formerly Titanium Intelligence, Inc.)
  (A Development Stage Company)
  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS) 
  (Expressed in United States Dollars)

|                             |              |  |   |            |  |   |            |  |   | Deficit     |   |   |         |  
|---------------------------- | ------------ |  | - | ---------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                             |              |  |   |            |  |   |            |  |   | Accumulated |   |   |         |  
|                             | Common Stock |  |   | Additional |  |   | During the |  |   |             |  
|                             |              |  |   |            |  |   | Paid-in    |  |   | Development |   |   |         |  
|                             | Shares       |  |   | Amount     |  |   | Capital    |  |   | Stage       |   |   | Total   |  
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Balance, August 20, 2001     | -            |  | $ | -          |  | $ | -          |  | $ | -           |   | $ | -       |  
|(Date of incorporation)      |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Common stock issued for cash |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|at $0.005 per share,         |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|November 2001                | 20,000,000   |  |   | 20,000     |  |   | 80,000     |  |   | -           |   |   | 100,000 |  
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Net loss                     | -            |  |   | -          |  |   | -          |  |   | (5,061      | ) |   | (5,061  | )
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2001   | 20,000,000   |  |   | 20,000     |  |   | 80,000     |  |   | (5,061      | ) |   | 94,939  |  
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Net loss                     | -            |  |   | -          |  |   | -          |  |   | (65,611     | ) |   | (65,611 | )
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2002   | 20,000,000   |  |   | 20,000     |  |   | 80,000     |  |   | (70,672     | ) |   | 29,328  |  
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Net loss                     | -            |  |   | -          |  |   | -          |  |   | (58,425     | ) |   | (58,425 | )
|                             |              |  |   |            |  |   |            |  |   |             |   |   |         |  
|Balance, December 31, 2003   | 20,000,000   |  | $ | 20,000     |  | $ | 80,000     |  | $ | (129,097    | ) | $ | (29,097 | )

See accompanying notes.

F-5

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  STATEMENTS OF CASH FLOWS 
  (Expressed in United States Dollars)

|                                                             |   | Period From   |   |   |              |   |   |              |  
|------------------------------------------------------------ | - | ------------- | - | - | ------------ | - | - | ------------ | -
|                                                             |   | Incorporation |   |   |              |   |   |              |  
|                                                             |   | (August 20,   |   |   |              |   |   |              |  
|                                                             |   | 2001) to      |   |   | Year Ended   |   |   | Year Ended   |  
|                                                             |   | December 31,  |   |   | December 31, |   |   | December 31, |  
|                                                             |   | 2003          |   |   | 2003         |   |   | 2002         |  
|                                                             |   |               |   |   |              |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                         |   |               |   |   |              |   |   |              |  
|Net loss                                                     | $ | (129,097      | ) | $ | (58,425      | ) | $ | (65,611      | )
|Add back items not affecting cash:                           |   |               |   |   |              |   |   |              |  
|Gain on settlement of debt to related
      party            |   | (7,366        | ) |   | (7,366       | ) |   | -            |  
|Changes in non-cash working capital items:                   |   |               |   |   |              |   |   |              |  
|Increase in accounts payable and accrued
      liabilities   |   | 17,765        |   |   | 2,862        |   |   | 13,203       |  
|Increase in accounts payable and accrued
      liabilities  |   |               |   |   |              |   |   |              |  
|related parties                                              |   | 3,152         |   |   | 3,152        |   |   | -            |  
|                                                             |   |               |   |   |              |   |   |              |  
|Net cash used in operating activities                        |   | (115,546      | ) |   | (59,777      | ) |   | (52,408      | )
|                                                             |   |               |   |   |              |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                         |   |               |   |   |              |   |   |              |  
|Proceeds from the issuance of common stock                   |   | 100,000       |   |   | -            |   |   | -            |  
|Proceeds from due to related parties                         |   | 40,366        |   |   | 25,000       |   |   | 14,459       |  
|Repayment of due to related parties                          |   | (8,000        | ) |   | (8,000       | ) |   | -            |  
|                                                             |   |               |   |   |              |   |   |              |  
|Net cash provided by financing activities                    |   | 132,366       |   |   | 17,000       |   |   | 14,459       |  
|                                                             |   |               |   |   |              |   |   |              |  
|Change in cash and cash equivalents                          |   | 16,820        |   |   | (42,777      | ) |   | (37,949      | )
|                                                             |   |               |   |   |              |   |   |              |  
|Cash and cash equivalents, beginning                         |   | -             |   |   | 59,597       |   |   | 97,546       |  
|                                                             |   |               |   |   |              |   |   |              |  
|Cash and cash equivalents, ending                            | $ | 16,820        |   | $ | 16,820       |   | $ | 59,597       |  
|                                                             |   |               |   |   |              |   |   |              |  
|                                                             |   |               |   |   |              |   |   |              |  
|Cash paid during period for:                                 |   |               |   |   |              |   |   |              |  
|Interest                                                     | $ | -             |   | $ | -            |   | $ | -            |  
|Income taxes                                                 |   | -             |   |   | -            |   |   | -            |  

See accompanying notes.

F-6

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|1. | HISTORY AND ORGANIZATION OF THE COMPANY
      The Company was incorporated on August 20, 2001 under
        the Laws of the State of Nevada. The Company intends to develop a website
        into an online marketplace linking manufacturers and exporters of textile
        products in China to traders and wholesale buyers around the world. The
        Company is considered to be a development stage company as it has not
        generated significant revenues from operations.
      On January 6, 2004, the Board of Directors executed
        an 8:1 forward stock split (Note 6).
      On February 3, 2004, the Company entered into an agreement
        and plan of merger (Note 12).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | GOING CONCERN
      These financial statements have been prepared in conformity
        with generally accepted accounting principles in the United States of
        America with the on-going assumption that the Company will be able to
        realize its assets and discharge its liabilities in the normal course
        of business. However, certain conditions noted below currently exist which
        raise substantial doubt about the Companys ability to continue as
        a going concern. These financial statements do not include any adjustments
        to the amounts and classifications of assets and liabilities that might
        be necessary should the Company be unable to continue as a going concern.
      The operations of the Company have primarily been funded
        by the issuance of common stock and amounts due to related parties. Continued
        operations of the Company are dependent on the Companys ability
        to complete equity financings or generate profitable operations in the
        future. Managements plan in this regard is to secure additional
        funds through future equity financings. Such financings may not be available
        or may not be available on reasonable terms.

| |                                                  |   | 2003     |   |   | 2002    |  
| | ------------------------------------------------ | - | -------- | - | - | ------- | -
| |                                                  |   |          |   |   |         |  
| | Deficit accumulated during the development stage | $ | (129,097 | ) | $ | (70,672 | )
| | Working capital (deficiency)                     |   | (29,097  | ) |   | 29,328  |  

|3. | SIGNIFICANT ACCOUNTING POLICIES
      These financial statements have been prepared in conformity
        with generally accepted accounting principles in the United States of
        America. The significant accounting policies adopted by the Company are
        as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|3. | SIGNIFICANT ACCOUNTING POLICIES (contd)
      Use of estimates
      The preparation of financial statements in conformity
        with generally accepted accounting principles in the United States of
        America requires management to make estimates and assumptions that affect
        the reported amount of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amount of revenues and expenses during the reporting period.
        Actual results could differ from these estimates.
      Foreign currency translation
      Transaction amounts denominated in foreign currencies
        are translated at exchange rates prevailing at transaction dates. Carrying
        values of monetary assets and liabilities are adjusted at each balance
        sheet date to reflect the exchange rate at that date. Non-monetary assets
        and liabilities are translated at the exchange rate on the original transaction
        date. Gains and losses from restatement of foreign currency monetary assets
        and liabilities are included in the statement of operations. Revenues
        and expenses are translated at the rates of exchange prevailing on the
        dates such items are recognized in the statement of operations.
      Cash and cash equivalents
      The Company considers cash held at banks and all highly
        liquid investments with original maturities of three months or less to
        be cash and cash equivalents.
      Web-site development costs
      Web-site development costs incurred in the preliminary project stage
        are expensed as incurred.
      Income taxes
      A deferred tax asset or liability is recorded for all
        temporary differences between financial and tax reporting and net operating
        loss carryforwards. Deferred tax expenses (benefit) result from the net
        change during the year of deferred tax assets and liabilities.
      Deferred tax assets are reduced by a valuation allowance
        when, in the opinion of management, it is more likely than not that some
        portion or all of the deferred tax assets will not be realized. Deferred
        tax assets and liabilities are adjusted for the effects of changes in
        tax laws and rates on the date of enactment.
      Net loss per share
      Basic net loss per share is computed by dividing net
        loss attributable to common shareholders by the weighted average number
        of shares of common stock outstanding during the period. Diluted net loss
        per share takes into consideration shares of common stock outstanding
        (computed under basic loss per share) and potentially dilutive shares
        of common stock.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|3. | SIGNIFICANT ACCOUNTING POLICIES (contd)
      New accounting pronouncements
      In June 2001, FASB issued Statements of Financial Accounting
        Standards No. 143, Accounting for Asset Retirement Obligations
        (SFAS 143) that records the fair value of the liability for
        closure and removal costs associated with the legal obligations upon retirement
        or removal of any tangible long-lived assets. The initial recognition
        of the liability will be capitalized as part of the asset cost and depreciated
        over its estimated useful life. SFAS 143 is required to be adopted effective
        January 1, 2003.
      In June 2002, FASB issued Statements of Financial Accounting
        Standards No. 146, Accounting for Costs Associated with Exit or
        Disposal Activities (SFAS 146) that nullifies Emerging
        Issues Task Force No. 94-3, Liability Recognition for Certain Employee
        Termination Benefits and Other Costs to Exit an Activity (Including Certain
        Costs Incurred in a Restructuring) (EITF 94-3). SFAS
        146 requires that a liability for a cost associated with an exit or disposal
        activity be recognized when the liability is incurred, whereby EITF 94-3
        had recognized the liability at the commitment date to an exit plan. The
        provisions of this statement are effective for exit or disposal activities
        that are initiated after December 31, 2002 with earlier application encouraged.
      In December 2002, FASB issued Statements of Financial
        Accounting Standards No. 148, Accounting for Stock-Based Compensation
         Transition and Disclosure  an amendment of FASB Statement
        No. 123 (SFAS 148). SFAS 148 amends FASB Statement No.
        123 to provide alternative methods of transition for a voluntary change
        to the fair value based method of accounting for stock-based employee
        compensation. In addition, SFAS 148 amends the disclosure requirements
        of FASB Statement No. 123 to require prominent disclosures in both annual
        and interim financial statements about the method of accounting for stock-based
        employee compensation and the effect of the method used on reported results.
        SFAS 148 is effective for fiscal years ending after December 15, 2002.
      In April 2003, FASB issued Statements of Financial Accounting
        Standards No. 149 Amendment of Statement 133 on Derivative Instruments
        and Hedging Activities (SFAS 149). SFAS 149 amends and
        clarifies financial accounting and reporting for derivative instruments,
        including certain derivative instruments embedded in other contracts and
        for hedging activities under FASB Statement No. 133 Accounting for
        Derivative Instruments and Hedging Activities. SFAS 149 is generally
        effective for contracts entered into or modified after June 30, 2003.
      In May 2003, FASB issued Statements of Financial Accounting
        Standards No. 150 Accounting for Certain Financial Instruments with
        Characteristics of both Liabilities and Equity (SFAS 150).
        SFAS 150 establishes standards for how an issuer classifies and measures
        certain financial instruments with characteristics of both liabilities
        and equity. SFAS 150 is effective for financial instruments entered into
        or modified after May 31, 2003.
      In November 2002, FASB issued Financial Interpretation
        No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees,
        Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"), which
        requires elaborating on the disclosures that must be made by a guarantor
        in financial statements about its obligations under certain guarantees.
        It also requires that a guarantor recognize, at the inception of certain
        types of guarantees, a liability for the fair value of the obligation
        undertaken in issuing the guarantee. The disclosure requirements of FIN
        45 are effective for financial statements issued after December
        15, 2002 while the recognition requirements
        of FIN 45 are applicable for guarantees issued or modified after December
        31, 2002.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|3. | SIGNIFICANT ACCOUNTING POLICIES (contd)
      New accounting pronouncements (contd)
      In January 2003, FASB issued Financial Interpretation
        No. 46 Consolidation of Variable Interest Entities ("FIN 46")
        (revised in December 17, 2003). The
        objective of FIN 46 is to improve financial reporting by companies involved
        with variable interest entities. A variable interest entity is a corporation,
        partnership, trust, or any other legal structure used for business purposes
        that either (a) does not have equity investors with voting rights or (b)
        has equity investors that do not provide sufficient financial resources
        for the entity to support its activities. FIN 46 requires a variable interest
        entity to be consolidated by a company if that company is subject to a
        majority of the risk of loss from the variable interest entity's activities
        or entitled to receive a majority of the entity's residual returns or
        both. FIN 46 also requires disclosures about variable interest entities
        that the company is not required to
        consolidate but in which it has a significant variable interest. The consolidation
        requirements of FIN 46 apply immediately to variable interest entities
        created after December 15, 2003. The
        consolidation requirements apply to older entities in the first fiscal
        year or interim period beginning after March
        15, 2004.
      The adoption of these new pronouncements is not expected
        to have a material effect on the Company's financial position or results
        of operations.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | WEB-SITE DEVELOPMENT AGREEMENT
      On February 1, 2002, the Company entered into an agreement
        with an officer of the Company whereby the officer will provide technical
        services in connection with the design and set-up of the Company's web-site
        in exchange for fees to be determined based on the officer's contributions
        to and the funds available in the Company.
      During the current year, the Company incurred $1,035
        (2002 -$2,500) of web-site development costs to this officer. This transaction
        was in the normal course of operations and was measured at the exchange
        value which represents the amount of consideration established and agreed
        to by the related party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | DUE TO RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                                                                    |   | 2003   |  |   | 2002   | 
| | ---------------------------------------------------------------------------------- | - | ------ |  | - | ------ | 
| | Due to the former President of the Company, unsecured,
      non-interest bearing  |   |        |  |   |        | 
| | with no fixed terms of repayment                                                   | $ | -      |  | $ | 907    | 
| | Due to an officer of the Company, unsecured, non-interest
      bearing with no    |   |        |  |   |        | 
| | fixed terms of repayment                                                           |   | -      |  |   | 14,459 | 
| | Due to the President of the Company, unsecured, non-interest
      bearing with no |   |        |  |   |        | 
| | fixed terms of repayment                                                           |   | 25,000 |  |   | -      | 
| |                                                                                    | $ | 25,000 |  | $ | 15,366 | 

| | During the year ended December 31, 2003, the Company
        settled an amount of $10,366 due to an officer of the Company by paying
        $3,000 and the officer in return forgave the remaining balance of $7,366
        and released the Company from all obligations to repay this amount. This
        resulted in a gain on settlement of debt of $7,366 which was recorded
        in the statement of operations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-10

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|6. | COMMON STOCK
      On November 30, 2001, the Company issued 2,500,000 (20,000,000
        post-consolidation) shares of common stock at a price of $0.04 ($0.005
        post-consolidation) per share for total proceeds of $100,000.
      On January 6, 2004, the Board of Directors executed
        an 8:1 forward stock split of the Companys issued and outstanding
        common stock. In addition, the Companys authorized share capital
        was increased to 200,000,000 shares of common stock from 25,000,000 shares
        of common stock while the par value remained unchanged. All references
        to the number of common shares and the per share amounts have been restated
        to give retroactive effect to the stock split for all periods presented.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | RELATED PARTY TRANSACTIONS
      Unless disclosed elsewhere in these financial statements,
        the Company entered into the following transactions with related parties
        during the year ended December 31, 2003:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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 related parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8. | INCOME TAXES
      A reconciliation of income taxes at statutory rates with the reported
        taxes is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                                      |   | 2003    |   |   | 2002    |  
| | ---------------------------------------------------- | - | ------- | - | - | ------- | -
| |                                                      |   |         |   |   |         |  
| | Loss before income taxes                             | $ | (58,425 | ) | $ | (65,611 | )
| |                                                      |   |         |   |   |         |  
| | Expected income tax recovery                         | $ | 20,450  |   | $ | 22,300  |  
| | Unrecognized benefit of operating loss carryforwards |   | (20,450 | ) |   | (22,300 | )
| |                                                      |   |         |   |   |         |  
| | Income tax recovery                                  | $ | -       |   | $ | -       |  

F-11

---

LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|8. | INCOME TAXES (contd)
      Significant components of the Company's deferred tax assets based on
        statutory tax rates are as follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------

| |                              |   | 2003    |   |   | 2002    |  
| | ---------------------------- | - | ------- | - | - | ------- | -
| |                              |   |         |   |   |         |  
| | Deferred tax assets:         |   |         |   |   |         |  
| | Operating loss carryforwards | $ | 44,450  |   | $ | 24,000  |  
| | Valuation allowance          |   | (44,450 | ) |   | (24,000 | )
| |                              |   |         |   |   |         |  
| | Net deferred tax assets      | $ | -       |   | $ | -       |  

|    | The Company has approximately $129,000 of operating
        loss carryforwards which expire beginning in 2021.
      The Company has provided a valuation allowance against
        its deferred tax assets given that it is in the development stage and
        it is more likely than not that these benefits will not be realized.                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.  | COMMITMENTS
      On October 24, 2003, the Company entered into an agreement
        with Sundance Capital Corp. (Sundance), a company controlled
        by the President, for a period of three months whereby Sundance agreed
        to provide certain management services. As consideration, the Company
        paid $5,000 upon execution and agreed to pay $3,000 per month, plus reasonable
        expenses (not to exceed $250 per month). Subsequent to December 31, 2003,
        this agreement was automatically renewed for a term of three months.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | FINANCIAL INSTRUMENTS
      The Company's financial instruments consist of cash and
        cash equivalents, accounts payable and accrued liabilities and due to
        related parties. Unless otherwise noted, it is management's opinion that
        the Company is not exposed to significant interest, currency or credit
        risks arising from these financial instruments. The fair value of these
        financial instruments approximate their carrying values, unless otherwise
        noted.                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | SEGMENTED INFORMATION
      The Companys operations were conducted in one reportable
        segment, being the development of a website into an online marketplace
        linking manufacturers and exporters of textile products in China to traders
        and wholesale buyers around the world, primarily in Canada.                                                                                                                                                                                                                                          

F-12

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LIBERTY STAR GOLD CORP.(formerly Titanium Intelligence, Inc.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  (Expressed in United States Dollars) 
  DECEMBER 31, 2003

---

|12. | SUBSEQUENT EVENTS
      Unless disclosed elsewhere in these financial statements,
        the following events occurred subsequent to the year ended December 31,
        2003:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                
|    | a)                                                                                                                                                                             
|    |                                                                                                                                                                                
|    | b)                                                                                                                                                                             

F-13

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ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH
  ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 8A.  CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Exchange Act, we carried
  out an evaluation of the effectiveness of the design and operation of our disclosure
  controls and procedures as of December 31, 2003, being the date of our fiscal
  year end covered by this Annual Report. This evaluation was carried out under
  the supervision and with the participation of our Chief Executive Officer, James
  Briscoe and Chief Financial Officer, Jon Young. Based upon that evaluation,
  our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to us required to be included in our periodic SEC filings.
  There have been no significant changes in our internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our fiscal year ended December 31, 2003, there were
  no changes in our internal control over financial reporting that have materially
  affected, or are reasonably likely to affect, our internal control over financial
  reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

| | (1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

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PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
  AND CONTROL PERSONS;COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following tables set forth information regarding our current executive officers and directors:

|Name                 | Age | Position with the Company                                                    | Date First Elected or Appointed              
|-------------------- | --- | ---------------------------------------------------------------------------- | ---------------------------------------------
|Gary Musil           | 53  | Secretary and Director                                                       | Director and Secretary since October 23, 2003
|James Briscoe        | 62  | President, Chief Executive Officer, Chairman of the Board
      and Director | Director since February 3, 2004              
|Jon Young            | 60  | Chief Financial Officer and Director                                         | Director since February 3, 2004              
|Dr. John M. Guilbert | 73  | Director                                                                     | Director since February 5, 2004              

Set forth below is a brief description of the background and
  business experience of each of our executive officers and directors for the
  past five years:

Gary Musil, Secretary and Director

Mr. Gary Musil was appointed as one our directors on October
  23, 2003 and is presently our Secretary. Mr. Musil was our Chief Executive Officer
  and Chief Financial Officer from October 23, 2003 to February 3, 2004. Mr. Musil
  has more than 30 years of management and financial consulting experience. Mr.
  Musil has served as an officer and director on numerous public mining companies
  since 1988. This experience has resulted in his overseeing exploration projects
  in Peru, Chile, Eastern Europe (Slovak Republic), British Columbia, Ontario,
  Quebec and New Brunswick (Canada). Prior to this, he was employed for 15 years
  with Dickenson Mines Ltd. and Kam-Kotia Mines Ltd. as a controller for the producing
  silver/lead/zinc mine in the interior of British Columbia, Canada. Mr. Musil
  currently serves as an officer/director of four TSX Venture Exchange public
  companies in Canada. Mr. Musil has been the president, chief executive officer,
  chief financial officer and a director of Montoro Resources Inc., a TSX Venture
  company, since February 1999. Mr. Musil has been the chief financial officer
  and secretary and a director of Belmont Resources Inc., a TSX Venture company,
  since August 1992. Mr. Musil has been the chief financial officer and a director
  of Mandalay Resources Corp, a TSX Venture company, since January 2000. Mr. Musil
  has been the chief financial officer and secretary of Highbank Resources Ltd.,
  a TSX Venture company, since December 1988.

James Briscoe, President,Chief Executive Officer, Chairman of the Board and Director

Mr. Briscoe was appointed as our Chief Executive Officer,
  Chairman and a director on February 3, 2004. Mr. Briscoe is a Registered Professional
  Geologist in the states of Arizona and California. Mr. Briscoe is the Vice President
  Exploration, and Chairman of the Board of JABA Exploration Inc., a TSX Venture
  Exchange public company. Mr. Briscoe has been a director of JABA Exploration
  Inc. since October 1995. Mr. Briscoe is also the President, CEO and Geologist
  of JABA (US) Inc. and President of Compania Minera JABA, S.A. de C.V. in Mexico.
  From 1992-2002, Mr. Briscoe served as an officer/director of three TSX Venture
  Exchange public companies in Canada.

Jon Young, Chief Financial Officer and Director

Mr. Young was appointed as one of our directors on February
  3, 2004. Mr. Young is a certified public accountant. Mr. Young is presently
  the CEO of Oracle Capital Advisors, Ltd. and has more than 30 years

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experience in providing clients with business consulting services.
  Mr. Young is President of Jon R. Young Company PC, an accounting practice limited
  to providing litigation support, and is strategically aligned with Beach-Fleischman
  Inc., Southern Arizonas largest accounting firm. Mr. Young was a partner
  with the Tucson office of KPMG Peat Marwick for 13 years.

Dr. John M. Guilbert, Director

Dr. Guilbert was appointed as one of our directors on February
  5, 2004. Dr. Guilbert is a Professor Emeritus at the University of Arizona and
  is a world renowned geologist & author and a co-developer of the Lowell-Guilbert
  porphyry copper model. He is presently a director of JABA Exploration Inc.

Term of Office

Our directors are appointed for a one-year term to hold office
  until the next annual general meeting of our shareholders or until removed from
  office in accordance with our bylaws. Our officers are appointed by our board
  of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than our officers and directors.

Committees of the Board Of Directors

We presently have an audit committee of our board of directors
  comprised of Mr. Jon Young and Mr. Gary Musil. Neither Mr. Young nor Mr. Musil
  qualify as independent directors.

We do not have any other committees of our board of directors.

Audit Committee Financial Expert

Our board of directors has determined that Mr. Young, a member
  of our audit committee, qualifies as a financial expert within the
  meaning prescribed by Item 401 of Regulation S-B by virtue of his professional
  qualification as a certified public accountant and his experience. Mr. Young
  also serves as our chief financial officer and is not independent.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive
  Officer, Chief Financial Officer, Corporate Controller and certain other finance
  executives, which is a "code of ethics" as defined by applicable rules of the
  SEC. Our Code of Ethics is attached to this Annual Report on Form 10-KSB. If
  we make any amendments to our Code of Ethics other than technical, administrative,
  or other non-substantive amendments, or grant any waivers, including implicit
  waivers, from a provision of our Code of Ethics to our chief executive officer,
  chief financial officer, or certain other finance executives, we will disclose
  the nature of the amendment or waiver, its effective date and to whom it applies
  in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers
  and directors, and persons who beneficially own more than ten percent of our
  equity securities, to file reports of ownership and changes in ownership with
  the Securities and Exchange Commission. Officers, directors and greater than
  ten percent shareholders are required by SEC regulation to furnish us with copies
  of all Section 16(a) forms they file. Based on our review of the copies of such
  forms received by us, we believes that during the fiscal year ended December
  31, 2003 all such filing requirements applicable to our officers and directors
  were complied with.

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ITEM 10.     EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth certain compensation information
  as to our former chief executive officer, Mr. Gary Musil. Mr. Musil was serving
  as our chief executive officer as of December 31, 2003, being the end of our
  most recently completed fiscal year. We have also included compensation information
  for Mr. Paulo Martins. Mr. Martins served as our chief executive officer during
  our most recently completed fiscal year but resigned prior to our most recently
  completed fiscal year end. None of our executive officers earned more than $100,000
  during our most recently completed fiscal year. Accordingly, we have not included
  any compensation information for any of our executive officers other than Mr.
  Musil and Mr. Martins.

|                  | Annual Compensation                                                        | Long Term Compensation    
|----------------- | -------------------------------------------------------------------------- | --------------------------
|Name              | Title                                                                      | Year                      
|Gary Musil (1)    | Secretary
      and Director,
      Former 
      President 
      and CEO | 2003                      
|Paulo Martins (3) | Former
      Director and 
      CEO                                       | 2003
      2002
      2001

|(1) | Mr. Musil was appointed as our chief executive officer on October 24,
      2003.                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | We paid management consulting fees to Sundance Capital
        Group, Inc. (Sundance), a private company controlled by Mr.
        Musil, our Secretary and director, for accounting, financial and administrative
        services provided to our company by Sundance at the rate of $3,000 per
        month, plus reasonable expenses from October 24, 2003 to January 24, 2004.
        The management agreement has been extended for a further three months
        until April 24,2004.
|(3) | Mr. Martins served as our chief executive officer until October 24, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                        

STOCK OPTION GRANTS

We did not grant any stock options to the executive officers
  or directors from inception through December 31, 2003. We have also not granted
  any stock options to the executive officers since our inception.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock options were exercised by our officers, directors
  or employees during the financial year ended December 31, 2003. No stock options
  have been exercised since December 31, 2003.

OUTSTANDING STOCK OPTIONS

We do not have any stock options outstanding.

COMPENSATION ARRANGEMENTS

We have not entered into any employment agreements or compensation
  arrangements with any of our directors or officers.

We have entered into a management consulting agreement with
  Sundance Capital Group, Inc., a private company controlled by Mr. Musil, our
  Secretary and director, for accounting, financial and administrative services
  provided to our company by Sundance at the rate of $3,000 per month, plus reasonable
  expenses. The current term of this agreement will expire April 24, 2004.

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We do not pay to our directors or officers any salary or consulting
  fee. We do not pay to our directors any compensation for each director serving
  as a director on our board of directors.

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our directors or executive officers.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
  OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of March 26,
  2004 by: (i) each person (including any group) known to us to own more than
  five percent (5%) of any class of our voting securities, (ii) each of our directors,
  (iii) each of our named executive officers; and (iv) officers and directors
  as a group. Unless otherwise indicated, the shareholders listed possess sole
  voting and investment power with respect to the shares shown.

|Title of Class | Name and Address of
      Beneficial Owner                                             | Amount and Nature of
      Beneficial Ownership | Percentage of
      Common Stock(1)
|-------------- | -------------------------------------------------------------------------------------- | ----------------------------------------------- | -----------------------------------
|Common Stock   | Gary Musil
      3577 Marshall Street 
      Vancouver, BC V5N 4S2 
      Canada       | 40,000 shares
      Direct                      | 0.1%                               
|Common Stock   | James Briscoe
      5610 E. Sutler Lane 
      Tucson, AZ 85712 
      USA             | 17,500,000 shares
      Indirect                | 45.5%(2)                           
|Common Stock   | Jon Young
      3443 N. Campbell Avenue 
      Tucson, AZ 85719 
      USA             | Nil shares                                      | 0%                                 
|Common Stock   | Dr. John M. Guilbert
      961 E. Linda Vista Blvd. 
      Tucson, AZ 85727 
      USA | Nil shares                                      | 0%                                 
|Common Stock   | All Officers and Directors as a
      Group (4 persons)                                | 17,540,000 shares                               | 45.6%                              
|Common Stock   | Alaska Star Minerals LLC
      5610 E. Sutler Lane 
      Tucson, AZ 85712 
      USA  | 17,500,000 shares
      Direct                  | 45.5%(2)                           
|Common Stock   | Paul Matysek
      66 English Bluff Rd. 
      Delta, BC V4M 2M7 
      Canada         | 17,500,000 shares
      Indirect                | 45.5%(2)                           

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|(1) | Under Rule 13d-3, a beneficial owner of a security
        includes any person who, directly or indirectly, through any contract,
        arrangement, understanding, relationship, or otherwise has or shares:
        (i) voting power, which includes the power to vote, or to direct the voting
        of shares; and (ii) investment power, which includes the power to dispose
        or direct the disposition of shares. Certain shares may be deemed to be
        beneficially owned by more than one person (if, for example, persons share
        the power to vote or the power to dispose of the shares). In addition,
        shares are deemed to be beneficially owned by a person if the person has
        the right to acquire the shares (for example, upon exercise of an option)
        within 60 days of the date as of which the information is provided. In
        computing the percentage ownership of any person, the amount of shares
        outstanding is deemed to include the amount of shares beneficially owned
        by such person (and only such person) by reason of these acquisition rights.
        As a result, the percentage of outstanding shares of any person as shown
        in this table does not necessarily reflect the persons actual ownership
        or voting power with respect to the number of shares of our common stock
        actually outstanding on March 26, 2004. As of March 26, 2004, there were
        38,500,000 shares of our common stock issued and outstanding.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Alaska Star owns directly 17,500,000 shares in the
        capital of our company. James Briscoe and Paul Matysek each beneficially
        own a 50% interest in Alaska Star.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONS.

Except as described below, none of the following parties has,
  since our date of incorporation, had any material interest, direct or indirect,
  in any transaction with us or in any presently proposed transaction that has
  or will materially affect us, other than noted in this section:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our outstanding
      shares of common stock;
- Any of our promoters; and
- Any relative or spouse of any of the foregoing persons who has the same house
    as such person.

We entered into a management agreement dated October 24, 2003
  with Sundance Capital Group, Inc. (Sundance), a private company
  controlled by Mr. Musil, our Secretary and director, whereby Sundance has agreed
  to provide accounting, financial and administrative services for an initial
  three month period at the rate of $3,000 per month, plus reasonable expenses.
  We agreed to pay a signing bonus of $5,000 upon execution of the management
  agreement. We paid an aggregate of $11,750pursuant to this management
  agreement in 2003. This agreement has been extended for an additional three
  month term and will expire on April 24, 2004.

From February 2002 to January 2004, our former Chief Financial
  Officer and director, Chen (Jason) Wu, provided us with technical services in
  the basic design and setting up of our Internet textile trade centre. We entered
  into a service agreement with Mr. Chen (Jason) Wu for his technical services
  and under the service agreement we agreed to pay Mr. Chen (Jason) Wu an amount
  as determined by our directors in view of Mr. Chen (Jason) Wu's contribution
  to our company and the funds available to us for compensation of contractors
  and employees. During the year ended December 31, 2003, we paid Mr. Chen (Jason)
  Wu a total of $1,035 for the technical services and reimbursement of expenses
  provided by him. We terminated the service agreement with Mr. Wu on January
  30, 2004.

On closing of our merger with Liberty Star Nevada, we issued
  to Alaska Star Minerals LLC, an Arizona limited liability company, a total of
  17,500,000 shares of our common stock. Alaska Star Minerals LLC is beneficially
  owned by James Briscoe, our President and Chairman, who owns a 50% beneficial
  interest in Alaska Star Minerals LLC. See Item 1.  Description of Business
  for a complete description of this transaction.

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We sub-lease the premises for our principal office that consists
  of approximately 1,300 square feet of engineering office space and 1,800 square
  feet of warehouse storage space located at 2766 N. Country Club Rd., Tucson,
  Arizona, USA 85716. We sublease these premises from JABA (US) Inc. for $1,500
  per month plus a pro rata share of utilities and maintenance on a one year lease.
  Our president and chairman, Mr. James Briscoe, is the president of JABA (US)
  Inc.

Gary Musil, our secretary and a director, advanced $25,000
  to us in 2003 in order to fund operating expenses. These funds were advanced
  as a loan. The loan is non-interest bearing, is unsecured and is without any
  fixed terms of repayment. The loan has not been repaid as of March 30, 2004.

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ITEM 13.	EXHIBITS AND REPORTS ON FORM 8-K.

(a) 	Exhibits and Index of Exhibits

|Exhibit
      Number | Description of Exhibit                                                                                                                                                                                               
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                  | Articles of Incorporation(1)                                                                                                                                                                                         
|3.2                  | Bylaws(1)                                                                                                                                                                                                            
|3.3                  | Certificate of Change to Authorized Capital(4)                                                                                                                                                                       
|3.4                  | Articles of Merger(4)                                                                                                                                                                                                
|10.1                 | Management Agreement between Titanium Intelligence, Inc. and Sundance
      Capital Group, Inc. dated October 24, 2003(2)                                                                                            
|10.2                 | Merger Agreement dated effective January 19, 2004 among Titanium Intelligence,
      Inc., Liberty Star Gold Corp., Liberty Star Acquisition Corp., Alaska Star
      Minerals LLC, James Briscoe and Paul Matysek(3)
|14.1                 | Code of Ethics(4)                                                                                                                                                                                                    
|31.1                 | Certification of Chief Executive Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002(4)                                                                                                          
|31.2                 | Certification of Chief Financial Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002(4)                                                                                                          
|32.1                 | Certification of Chief Executive Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002(4)                                                     
|32.2                 | Certification of Chief Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002(4)                                                     

|(1) | Filed as an exhibit to our Registration Statement on Form
      SB-2, filed with the SEC on May 14, 2002.        
|--- | -----------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Quarterly Report on Form 10-QSB
      for the fiscal quarter ended September 30, 2003.
|(3) | Filed as an exhibit to our Current Report on Form 8-K, filed
      with the SEC on January 23, 2004.             
|(4) | Filed as an exhibit to this Annual Report on Form 10-KSB.                                                        

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(b)     Reports on Form 8-K.

No Current Reports on Form 8-K were filed during the last
  quarter of our fiscal year ended December 31, 2003. Since December 31, 2003
  we filed the following Current Reports on Form 8-K:

|Date of Form 8-K  | Date of Filing with the SEC | Description of the Form 8-K                                                                         
|----------------- | --------------------------- | ----------------------------------------------------------------------------------------------------
|January 22, 2004  | January 23, 2004            | Disclosure of entry into Merger Agreement with Liberty Star
      Gold Corp. dated January 19, 2004.
|February 18, 2004 | February 18, 2004           | Disclosure of closing of Merger Agreement with Liberty Star
      Gold Corp. and name change.       

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the two most recently completed
  fiscal years ended December 31, 2003 for professional services rendered by the
  principal accountant for the audit of the Corporations annual financial
  statements and review of the financial statements included our Annual Report
  on Form 10-KSB and services that are normally provided by the accountant in
  connection with statutory and regulatory filings or engagements for these fiscal
  periods were as follows:

|                   | Year Ended December 31, 2003 | Year Ended December 31, 2002
|------------------ | ---------------------------- | ----------------------------
|Audit Related Fees | $18,652                      | $10,951                     
|Tax Fees           | $NIL                         | $NIL                        
|All Other Fees     | $NIL                         | $NIL                        
|Total              | $18,652                      | $10,951                     

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

| | LIBERTY STAR GOLD CORP.
| | -----------------------
| |                        
| | By:                    
| |                        
| |                        
| |                        
| |                        
| |                        
| |                        

In accordance with the Exchange Act, this report has been signed
  below by the following persons on behalf of the registrant and in the capacities
  and on the dates indicated.

| | By: | /s/ James Briscoe                            
| | --- | ---------------------------------------------
| |     |                                              
| |     | James Briscoe                                
| |     | President, Chairman, Chief Executive Officer,
| |     | and Director                                 
| |     | (Principal Executive Officer)                
| |     | Date: March 30, 2004                         

| | By: | /s/ Jon Young                       
| | --- | ------------------------------------
| |     |                                     
| |     | Jon Young                           
| |     | Chief Financial Officer and Director
| |     | (Principal Accounting Officer)      
| |     | Date: March 30, 2004                

| | By: | /s/ Gary Musil                
| | --- | ------------------------------
| |     |                               
| |     | Gary Musil                    
| |     | Secretary and Director        
| |     | (Principal Accounting Officer)
| |     | Date: March 30, 2004          

Page 28 of 28

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