UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

Form
10-KSB/A

(Mark
One)



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



| | For the
      fiscal year endedJanuary 31, 2005
| | -----------------------------------------------

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



| | For the
      transition period
      from                   
      to
      Commission file
      number000-50071
| | ------------------------------------------------------------------------------------------------------------------

|LIBERTY STAR GOLD CORP.                                             
|--------------------------------------------------------------------
|                                                                    
|(Name of small
      business issuer in its charter)                
|                                                                    
|                                                                    
|Nevada                                                              
|                                                                    
|(State or
      other jurisdiction of incorporation or organization)
|                                                                    
|                                                                    
|                                                                    
|2766 N Country Club Road, Tucson, Arizona                           
|                                                                    
|(Address of
      principal executive offices)                      

Issuer's
telephone number (520) 731-8786

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

|Title of each
      class                                                  | Name of each
      exchange on which registered
|-------------------------------------------------------------------------- | -----------------------------------------------
|Nil                                                                        | Nil                                            
|                                                                           |                                                
|                                                                          
|Securities
      registered pursuant to Section 12(g) of the Exchange Act:
|                                                                          
|Common Stock, par value $0.001                                            
|                                                                          
|(Title of
      class)                                                    

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 [X] No [ ]

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Yes o | No [ X  ]
|----- | ---------



|State
      issuer's revenues for its most recent fiscal year.
  Nil
|--------------------------------------------------------------------

State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act.)

---

2

Note: If
determining whether a person is an affiliate will involve an unreasonable effort
and expense, the issuer may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.

28,196,717 shares of Common Stock @ $1.44(1)= $40,603,272

(1)Average of
bid and ask closing prices on April 20, 2005.

State the
number of shares outstanding of each of the issuer's classes of equity stock, as
of the latest practicable date.

36,986,717 shares of Common Stock issued and outstanding as of
April 20, 2005.



|DOCUMENTS INCORPORATED BY
  REFERENCE
|-------------------------------------

If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional
Small Business Disclosure Format (Check one): Yes [ ] No [X].





The
reason for filing this 10-KSB/A is to restate the treatment of the acquisition
of Liberty Star Gold Corp. in this annual report and our financial statements
for the fiscal year ended January 31, 2005, to remove reference to that
transaction as a reverse merger, reverse acquisition or a recapitalization and
reclassify it as an acquisition of assets for fair value, as a result of
revisions to our accounting treatment of the acquisition of Liberty Star Gold
Corp. by Liberty Star Acquisition Corp.

---



|3
|-

PART
I

|Item 1. | Description of Business.
|------- | ------------------------

This annual
report contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts" or
"potential" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" beginning on page 6 of this report , that may cause our company's
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.

In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common stock" refer to the shares
in our common stock.

As used in
this annual report, the terms "we", "us" and "Company" , and "Liberty Star" mean
our company , Liberty Star Gold Corp., unless otherwise indicated. All dollar
amounts refer to United States Dollars unless otherwise indicated.



|Business
Development
|--------------------

We were
incorporated August 20, 2001 in the State of Nevada, under the name "Titanium
Intelligence, Inc." From incorporation until January 2004, we were a development
stage company focused primarily on developing an Internet textile trade center
website to facilitate the trade of textile products manufactured in China. We
began to operate a textile trade center website on April 2, 2002. Our board of
directors completed a review and evaluation of our textile trade center website
business in December 2003 and determined in January 2004 to discontinue our
textile trade center website operations and become an exploration stage company
engaged in the acquisition and exploration of mineral properties through the
acquisition of Liberty Star Gold Corp., a Nevada Company , and its subsidiary,
Big Chunk Corp., an Alaska corporation pursuant to the Agreement and Plan of
Merger with Alaska Star Minerals LLC described below.

Effective
January 6, 2004, we increased our authorized capital 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.



|Acquisition of Liberty Star Gold
  Corp.
|----------------------------------------

On January
19, 2004, we entered into an Agreement and Plan of Merger with Alaska Star
Minerals LLC,  James Briscoe and Paul Matysek (then the beneficial owners of
Alaska Star Minerals LLC) , Liberty Star Gold Corp. (then a private Nevada
company wholly owned by Alaska Star Minerals LLC) and Liberty Star Acquisition
Corp. (then our wholly owned Nevada subsidiary ).

The
Agreement and Plan of Merger provided for the acquisition of Liberty Star Gold
Corp. by Liberty Star Acquisition Corp.  The acquisition was completed effective
February 3, 2004 and Big Chunk Corp. (then a subsidiary of Liberty Star Gold
Corp.) became the wholly owned subsidiary of Liberty Star Acquisition Corp. We
acquired 100% of the issued and outstanding shares of Liberty Star Gold Corp. in
exchange for the issuance of 17,500,000 shares of the Companys common stock to
Alaska Star Minerals LLC. The acquisition of Liberty Star Gold Corp. has been
accounted for as an asset purchase reported at the fair value of our common
shares issued based on the average market closing price of our common shares
over the 3 trading dates prior to the completion of the asset purchase. Upon
completion of the acquisition, we issued 17,500,000 shares of our common stock
to Alaska Star Minerals LLC. As a result of this issuance, the number of
outstanding shares of

---

4

our common
stock was increased from 20,000,000 shares to 37,500,000 shares, of which
approximately 46.7% were owned by Alaska Star Minerals LLC.

On February
5, 2004, Liberty Star Acquisition was merged into the Company through a
parent/subsidiary merger completed pursuant to Nevada Revised Statute 92A.180.
Also on February 5, 2004, the Companys name was changed from Titanium
Intelligence, Inc. to Liberty Star Gold Corp. Big Chunk Corp. is now our
wholly-owned subsidiary.

On February
5, 2004, we commenced operations in the acquisition and exploration of mineral
properties business following completion of the above transactions pursuant to
which the Company indirectly acquired 981 mineral claims, spanning 237 square
miles in the Iliamna region of southwestern Alaska (the "Alaska Claims"). The
Company is considered to be an exploration stage company, as it has not
generated any revenues from operations.

The
acquisition of Liberty Star Gold Corp. has been accounted for as an asset
purchase reported at the fair value of our common shares issued based on the
average market closing price of our common shares over the 3 trading dates prior
to the completion of the asset purchase. Titanium Intelligence, Inc. acquired
mineral claims, assumed liabilities of $313,895 and issued 17,500,000 shares
valued at $15,925,000. The Company conducted a fair value assessment of the
asset acquisition following the transaction date and determined the fair value
of the mineral claims received was less than the value paid. The fair value was
determined by an independent appraisal of the mineral claims. As a result the
Company recorded an impairment loss of $15,907,500 in the same quarter as the
asset acquisition.

As a
condition to the closing of the acquisition , 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 and did tender their respective resignations as
directors at the closing of the acquisition . James Briscoe and Jon Young were
appointed to our board of directors on February 3, 2004. John Guilbert was
appointed as one of our directors subsequent to the acquisition on February 5,
2004.

On October
29, 2004 and as amended, Alaska Star Minerals, L.L.C., Briscoe Investments, LP,
RLLP, Paul Matysek, Bedrock Capital Corporation Ltd., a Nevada corporation
wholly owned and controlled by Paul Matysek, and the Company, agreed to the
following:

|1. that Alaska
      Star Minerals LLC would surrender to our company for cancellation
      7,000,000 of our common shares;                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                               
|2. that 1,750,000 shares would be transferred to Bedrock
      Capital Corporation in exchange for the redemption of
      Paul Matyseks membership interest in Alaska Star Minerals
      LLC. Bedrock Capital Corporation Ltd. is owned by Paul Matysek;and,
|
|
|                                                                                                                                                                                                                                                               
|3. that the 1,750,000 common shares to be issued to
      Bedrock Capital Corporation should be registered for resale on a
      Form SB-2 registration statement filed with the Securities and
      Exchange Commission.                                     
|

1,750,000
shares of our common stock were transferred to Bedrock Capital Corporation Ltd.
on November 19, 2004. Bedrock Capital Corporation Ltd. has subsequently sold
1,500,000 of its restricted common shares and has waived the requirement to
register its shares. 7,000,000 shares of our common stock held by Alaska Star
Minerals LLP were cancelled on November 22, 2004, leaving Alaska Star Minerals
LLP with 8,750,000 shares of our common stock. The Membership Interest
Redemption and Withdrawal Agreement and amendment, dated October 29, 2004 and
November 19, 2004, are incorporated by reference as exhibits to this annual
report on Form 10-KSB/A.



|Our
      Current Business
|--------------------------

We are an
exploration stage company engaged in the acquisition and exploration of mineral
properties in the State of Alaska through our wholly-owned subsidiary, Big Chunk
Corp. We are currently engaged in exploration activities on 981 mineral claims
spanning 237 square miles in the Iliamna region of southwestern Alaska. These
Alaska claims are held in the name of our wholly-owned subsidiary, Big Chunk
Corp.

The mineral
resource business generally consists of three stages: exploration, development
and production. Mineral resource companies that are in the exploration stage
have not yet found mineral resources in commercially exploitable quantities, and
are engaged in exploring land in an effort to discover them. Mineral resource
companies that have located a mineral resource in commercially exploitable
quantities and are preparing to extract that resource are in the development
stage, while those engaged in the extraction of a known mineral resource are in
the production stage. Our company is in the exploration stage we have not found
any mineral resources in commercially exploitable quantities.

---

5

Mineral resource exploration can consist of several stages.  The earliest stage usually consists of the identification of a potential prospect through either the discovery of a mineralized
showing on that property or as the result of a property being  proximity to another property on which exploitable resources have been identified, whether or not they are or have in the past been extracted.

After the identification of a property as a potential prospect, the next stage would usually be the acquisition of a right to explore the area for mineral resources. This can consist of the
outright acquisition of the land or the acquisition of specific, but limited, rights to the land (e.g., a license, lease or concession). After acquisition, exploration would probably begin with  surface examination by a professional geologist with
the aim of identifying areas of potential mineralization, followed by detailed geological sampling and mapping of this showing with possible geophysical and geochemical grid surveys to establish whether a known trend of mineralization continues
through un-exposed portions of the property (i.e., underground), possibly trenching in these covered areas to allow sampling of the underlying rock.  Exploration also commonly includes systematic regularly spaced drilling in order to determine
the extent and grade of the mineralized system at depth and over a given area, as well as gaining underground access by ramping or shafting in order to obtain bulk samples that would allow one to determine the ability to recover various commodities
from the rock. Exploration would culminate in a feasibility study  ascertain if the mining of the minerals would be economic. A feasibility study is a study that reaches a conclusion with respect to the economics of bringing a mineral resource to
the production stage.

There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether
it would be economically and legally feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying  mineral deposit, we would be required to spend substantial funds on
further drilling and engineering studies before we could know whether that mineral deposit will constitute a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled "Risk Factors", beginning on page 6 of
this annual report, for additional information about the risks of mineral exploration.

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



|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 quarter section must also be performed by us in order to keep the claims in good standing, or a total of $384,800 must be paid to maintain the claims in good standing.  We conducted a detailed
aeromagnetic geophysical survey and associated work at a cost of $283,889 during the period January 10 through June 6, 2004.  Additional geotechnical studies including extensive geochemical sampling, IP geophysical surveying, diamond core
drilling and interpretation of those studies have been completed during 2004.  The approximate cost of these activities has been in excess of $1.8 million and may be applied towards maintaining the claims in good standing for 2004 and four
additional 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 six weeks and would be done through contractors based in Anchorage. The permit fees are anticipated to be 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.

---



|6
|-

Competition

We are a
mineral resource exploration stage company engaged in the business of mineral
exploration. We compete with other mineral resource exploration stage companies
for financing from a limited number of investors that are prepared to make
investments in mineral resource exploration stage companies. The presence of
competing mineral resource exploration stage 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.

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

Many of the
resource exploration stage 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 stage companies that may purchase resource
properties or enter into joint venture agreements with junior exploration stage
companies. This competition could adversely impact our ability to finance
property acquisitions and further exploration.



|Employees
|---------

As of
January 1, 2005, we had four full time employees and one part-time employee.
However the mining exploration business is buoyant at the present time and is
expected by senior mining experts to continue so for the near term. Competition
for outstanding explorationists is intense as there are too few to meet the need
and few new college graduates are entering the field. As a result we have
decided to maintain a core of experienced critical employees and contract for
technical workers during the summer field months. As of the date of this annual
report, we are employing four full time geologists, including President and CEO,
James Briscoe, and VP Exploration, Phil St. George, as well as two senior
geologists, D. Brown and R. Macer, each having more than 30 years of experience
and advanced degrees. We have also contracted the services of senior geologist,
Dr. M. Silberman, who has more than 30 years of experience. Experienced field
crewmembers as part of the geophysical crew, geochemical samplers, and camp cook
have been contracted as well. In all, there will be approximately 22 workers for
the summer field season. These permanent and contracted personnel will start
about May 15 and work until freeze up about the end of October. Additionally, we
have geoscience consultants specializing in exploration geology, geophysics,
geochemistry, and geocomputer data applications, of whom our Technical Advisory
Board is comprised. These individuals are contracted for 140 days of consulting
services over the period January 1, 2005 through December 31, 2005 but
particularly during the summer field season.



|RISK FACTORS
|------------

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

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

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 $18,524,626 for the period from August 20, 2001
(inception) to January 31, 2005, and have no revenue to date. As of January 31,
2005, we had cash in the amount of $531,044. 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

---

7

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 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.

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.

---

8

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 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.

Trading of our stock may be restricted by the SEC's "Penny Stock" regulations which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than
established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form
prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules
may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds
for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the
customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least
some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our
shares.

---

9

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

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

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

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

Investors' interests in our company will be diluted and
investors may suffer dilution in their net book value per share if we issue
additional shares or raise funds through the sale of equity
securities.

Our
constating documents authorize the issuance of 200,000,000 shares of common
stock with a par value of $0.001. In the event that we are required to issue any
additional shares or enter into private placements to raise financing through
the sale of equity securities, investors' interests in our company will be
diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold. If we issue any such
additional shares, such issuances also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change in our control.

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

We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
By-laws. Without any anti-takeover provisions, there is no deterrent for a
take-over of our company, which may result in a change in our management and
directors.

|Item 2. | Description of Property.
|------- | ------------------------



|Our
      Offices
|-----------------

We rent 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 Road, Tucson, Arizona 85716 USA. We rent
these premises from JABA (US) Inc. for $1,500 per month plus a pro rata share of
utilities and maintenance. Our president and chairman, Mr. James Briscoe, is the
president of JABA (US) Inc.

We believe
that our existing office facilities are adequate for our needs at least through
the year end, January 31, 2006. Should we require additional space at any time,
we believe that such space can be secured on commercially reasonable
terms.



|Our
      Alaska Mineral ClaimsDescription of Property and Location of
      Alaska Claims
|------------------------------------------------------------------------------------------

Our Alaska
Claims consist of 981 State mineral claims, spanning 237 square miles in the
Iliamna region of southwestern Alaska, located on the north side of the Cook
Inlet, approximately 200 miles southwest of the city of Anchorage, Alaska. The
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 these Alaska
Claims and the general area is by snowmobile in the winter, helicopter during
any time of the year, or by foot.

---

10

Our Alaska Claims are Alaska State mining claims on State of Alaska owned (surface and mineral) land.  State mineral claims in Alaska may be kept in good standing by incurring annual assessment
work or by paying cash in lieu of assessment work in the amount of $400 per 160 acre quarter section claims or $100 per 40 acre mineral claim per year and by paying annual escalating state rentals. To keep our existing property in good
standing, the annual assessment work or cash in lieu obligations total approximately $384,800. Sufficient work has been done to cover all requirements for 2005, 2006 and 2007. The annual state rentals are $100 for 160-acre quarter
section claims and $25 for 40-acre quarter-quarter section claims. State rentals for our Alaska claims for 2004 totaled approximately $47,625 and have been paid. Rentals for 2005 will total approximately $95,250. Alaska State
production royalty is three percent of net income. State law prescribes that after a 3.5 -year exemption from state taxes a metal mine is liable for a 15% state licensing tax on net income from the mine.

Our Alaska Claims are owned 100% by Big Chunk Inc., an Alaska corporation that in turn is owned 100% by us. The only royalties, payments or other encumbrances on the property are those owed to
the State of Alaska as mentioned above. Federal taxes will be owed on profits made from mining on the property. The claims are owned 100% by Liberty Star Gold Corp.  The only royalties, payments or other encumbrances on the property are those owed
to the State of Alaska as mentioned above.

---

11





|Property Location Map
|---------------------

---





|Property Boundary and Place
Names
|---------------------------------

---



|13
|--



|Environmental /
Permits
|-----------------------

Aside from
the foreseeable displacement of fish and wildlife resources within the immediate
mine and related structures and increased human access by a mine development
project, we are not aware of any specific environmental impact that affect the
mineral claims. In August 2004, Liberty Star contracted Lynx Enterprises to
obtain permits for drilling. The following table summarizes the permits required
for drilling and the day those permits were issued. Some of these permits are
multi-year permits, and others will have to be renewed each year.

Permit
    Date
      IssuedDNR Temporary Water Use Authorization TWUP F2004-24
    September
      17, 2004US Army Corps of Engineers authorization under
      NationwidePermit #6,
      Survey Activities POA-2004-1317-D
    September 7,
      2004DNR Miscellaneous Land Use Permit for Hardrock
      Explorationand
      Reclamation
    September
      17, 2004Fish Habitat Permit FH-04-II-0267
    September
      20, 2004


Accessibility,
Climate, Local Resources, Infrastructure and Physiography

Our property
lies 80 km west of the Alaska Range within the Nushagak-Big River Hills, an area
of rolling hills and low mountains separated by wide shallow valleys blanketed
with glacial deposits and numerous streams and small, shallow lakes. Elevations
range from 525 feet above sea level (asl) to 1584 feet asl.

Access to
the project from Anchorage is via fixed wing aircraft to the Village of Iliamna,
a distance of 200 miles. Iliamna has a state-operated airport with a 5,000 foot
paved runway. It is serviced by several passenger and cargo flights daily from
Anchorage, using Platus PC12, Fairchild Metroliner III, Hercules and DC-6
aircraft, as well as smaller charter aircraft. Current access from Iliamna to
the property is by helicopter, a flying distance of 25 miles. Bulk fuel and
heavy freight can also be barged in the summer months to Lake Iliamna via the
Kvichak River. There is no extensive road network in the Iliamna district, with
only limited local roads in and around the villages of Newhalen, Iliamna and
Nondalton. The communities of Iliamna, Newhalen and Nondalton have a combined
population of approximately 700 people. Iliamna and surrounding communities have
very limited commercial business infrastructure, except for that which services
a seasonal sports fishing and hunting industry. A small hydroelectric
installation provides power for the three communities.

The climate
of the Iliamna area is similar to that of Anchorage. The mean daily maximum
temperature in July is 62oF and the mean daily minimum temperature in January is
8oF. Average annual precipitation is 27 inches with most occurring as rainfall
from June through August. The climate, while periodically harsh, is sufficiently
moderate to allow mining to be conducted year-round. Tundra plant communities,
mixtures of shrub and herbaceous plants, occupy the barren ground of the project
area. Willow is commonly found only along streams and sparse patches of dense
alder are confined to better-drained areas where coarse soils have developed.
Poorly drained regions underlain by fine soils support only dwarf birch and
grasses. Vast areas of undeveloped land exist for facility sighting and other
developments to support a large open mining operation.

The property
is large enough to host numerous open pit mines, with sufficient areas for
facility sites, waste and tailing storage and all other spatial requirements.
Water is found at surface to supply mining and mineral recovery operations as
well as other water demands. Power is not available on the property and will
have to be developed or brought in prior to mining and mineral recovery
operations.



|Present Condition of our Alaska
  Claims
|----------------------------------------

The property
covered by our Alaska Claims is undeveloped. There are no open-pit or
underground mines, nor is there any mining plant or equipment located on the
property. There is no power supply to the property nor is there any road
access.



|Claim
      Status
|------------------

---

14

400 per quarter section in order to keep the claims in good standing. We conducted a detailed aeromagnetic geophysical survey and associated work at cost of $283,889 during the period January
10 through June 6, 2004. Additional geotechnical studies including extensive geochemical sampling, IP geophysical surveying, diamond core drilling and interpretation of those studies have been completed during 2004. The approximate cost of these
activities has been in excess of $1.8 million  may be applied towards maintaining the claims in good standing for 2004 and four additional years up to and including 2008 obligations.



|Prior History
|-------------

We are unaware of any previous claim ownership anywhere on the property, nor any exploration, other then minor surface sampling. No evidence of development work has been found on the property. No
historical mineral resources or reserves are in the published literature.



|Exploration History of our Alaska Claims
|----------------------------------------

Our 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, and
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. Prior to our aeromagnetic survey, which was commenced on January
10, 2004, our geochemical sampling program during June 1 to October 1, 2004, our group geophysics (IP) program during July 15 to August 15, 2004 and our October 2004 drilling program, our Alaska Claims were unexplored. Our exploration program is
still in a very early stage.



|Recent Exploration of the Alaska Claims
|---------------------------------------

We have carried out exploration work on our Alaska claims in an effort to ascertain whether they possess commercially viable deposits of gold, copper and molybdenum and by-product silver. We
have undertaken an aeromagnetic geophysical survey, started January 10, 2004 and completed June 6, 2004, over the claims and a significant surrounding area. This survey covers 1,408 sq miles, was flown at a constant elevation above the surface of
297 feet with lines every 825 feet with a magnetic measurement every 18 feet. The magnetic contours are reduced to the pole and color contoured. This map is the most detailed existing for the area. This map is the foundation that will be used to
help interpret sub surface geology and alteration related to rock types, faults and vein and alteration zones. It will also help us interpret the results of other studies done or to be done, such as geochemical sampling and electrical ground
geophysics known as Induced Polarization or IP. The next step in our exploration program was the collection of geochemical samples consisting of twigs of specific plants, known as biogeochemical samples; soil samples taken from shallow excavations
about six inches deep known as soil sampling; sediments from running streams known as stream sediment sampling; and water samples from still water simply known as water sampling. These samples were taken along lines 3,279 feet apart with samples
every 660 feet along each line except for the stream sediment samples and water samples that were taken along waterways where sample material was available. Each sample was located with a Hewlett-Packard Pocket PC (IPAC) equipped with Global
Positioning Satellite (GPS) software and color map display. All detailed information about the sample was collected using software written for the purpose.  This information was automatically down loaded each night by each sampler, and transmitted
to an archival computer at base camp. Each sample was analyzed for 37 elements including gold, silver, copper and molybdenum by an accredited analytical geochemical laboratory.  Numerous blanks and repeat samples were submitted at the same time to
assure quality assurance/quality control (QA/QC) as a standard procedure. Nine thousand three hundred and three samples were collected and greater than 325,000 determinations made on these samples. Appropriate computer programs were used to plot
these results for each element on computer maps that are accurate in scale.  The computer software is known as Geographic Information Systems (GIS) and is standard for the industry. The next step was to do ground electrical geophysics known as
Induced Polarization or IP.  This method involves putting an electrical current into the ground, shutting off the current and measuring the time it takes for the electricity to come back out.  Where there is mineralization, the metallic particles
act as micro storage units (capacitors) showing the metallic mineral content.  This method is standard for the industry having been in use for more than 40 years. Zonge Engineering and Research Organization Inc. of Tucson, Arizona did the work.
There was only one month of available survey time and not all the ground could be tested.

---

15

One area of
unusually high geochemical values (an anomaly) was emphasized. Strong IP
response was obtained indicating metallic minerals co-incident with the
geochemical anomalies. This area was declared an interesting target and was
named White Sox  for the small biting insect with white feet that lives there.
When a diamond drill rig was available in late October, we drilled four scout
drill holes spaced about one kilometer apart and drilled to penetrate below the
surface to get a preliminary idea of what was beneath glacial soil-tundra (till)
cover. Porphyry style alteration and mineralization was encountered. The two
westerly holes encountered strong pyrite (iron sulfide) and high arsenic but
little copper and molybdenum values. The easterly holes showed lower pyrite
content, no significant arsenic but higher copper and molybdenum values. These
results are classical porphyry deposit metal zoning patterns. They tell us a
porphyry mineral center is probably located to the north and east perhaps about
3,000 feet. Additional interpretative work is ongoing. The cost of these above
described studies was approximately $2 million. Additional IP geophysics,
geochemistry sampling and drilling will be performed with the objective of
defining a resource at White Sox and more scout diamond drilling on other
geophysical and geochemical anomalies that may define other mineral
centers.



|Geology of the Alaska
Claims
|----------------------------

Basement or
pre-intrusive rocks in the area of our Alaska claims include Triassic to
Cretaceous sediments ranging from limestone to shales, sandstone and
conglomerate as well as volcaniclastic units. These sedimentary units have been
intruded by a variety of igneous (molten rock arising from below the surface of
the earth which intrude  thus intrusives  solid surface rocks) rocks ranging
in age from Upper Cretaceous to Tertiary. Included are quartz monzonite,
granodiorite, quartz diorite and porphyrtic granodiorite intrusive types. These
rocks are thought by the U.S. Geological Survey and company geologists to
shortly precede or 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 and glacial
detritus or till of various types cover low areas.

Mineralization is expected to be disseminated in intrusive rocks in
typical porphyry copper manner. Porphyry copper deposits are the largest source
of the world supply of copper. They are generally mined by open pit methods but
are sometimes mined by underground methods using a bulk mining technique called
block caving. In strict definition they are disseminated copper minerals in a
large body of porphyry intrusive igneous rock. In the commercial sense the term
is not restricted to ore in porphyry but is applied to deposits characterized by
huge size (particularly with respect to horizontal dimension), uniform
dissemination and low average per ton copper content. They typically and
generally contain molybdenum, gold, silver, zinc and lead which can be important
by or co-products of the mineral deposit. Higher-grade skarn replacements in
limestones as well as in hornfelsed clastic rocks may also be present. These
types of mineral occurrences happen when the mineral bearing intrusive porphyry
comes in contact with limestone or sandy shale sediments. Chemical reaction with
these rocks tends to form an alteration product known as skarn or hornfels and
richer grade mineralization is concentrated in these areas. Large breccia
features, perhaps pipes, have been described in the area and may provide loci
for high-grade mineralization. Breccia pipes are typical of porphyry copper
deposits and form as a result of rock movement (faulting) or the action of hot,
high pressure moving water vapor (hydrothermal fluid) where in some cases high
grade copper or other metallic minerals are concentrated.



|Mineralization
|--------------

Mineralization consists principally of pyrite, chalcopyrite, and
molybdenite as fracture fillings and disseminations in intrusive and sedimentary
host rocks, with some quartz-veinlet stockwork. Mineralization is strongest
within and around the altered intrusive dikes and sills and is spatially
associated with quartz veining and chlorite alteration. Drill hole BC1003
contains the strongest mineralization, with several zones of chalcopyrite and
molybdenite. The table below summarizes the geochemistry of that hole. Trace
amounts of chalcopyrite were noted in the other drill holes.

Summary of Drill Hole GeochemistryHoleID
    From(m)
    To(m)
    Length(m)
    Ag(ppm)
    Au(ppm)
    Cu(ppm)
    Mo(ppm)
    Pb(ppm)
    Zn(ppm)BC1001
    3.66
    90.47
    86.81
    0.15
    0.004
    82
    1
    6
    88BC1002
    9.14
    34.44
    25.3
    0.1
    0.001
    192
    13
    4
    65BC1003
    3.05
    206.35
    203.3
    0.08
    0.002
    195
    16
    3
    66including
    70.82
    78.94
    8.12
    0.15
    0.004
    456
    19
    4
    49including
    176.39
    177.39
    1
    0.05
    0.0005
    300
    289
    2
    97


---

16

Summary of Drill Hole GeochemistryHoleID
    From(m)
    To(m)
    Length(m)
    Ag(ppm)
    Au(ppm)
    Cu(ppm)
    Mo(ppm)
    Pb(ppm)
    Zn(ppm)BC1004
    42
    73.76
    31.76
    0.14
    0.011
    93
    1
    9
    92




|Exploration
|-----------

Liberty Star
staked the property in December 2003. An aeromag survey was flown over the
property in the months of January, February, March, and April with the final
product submitted in the first week of June 2004. Fieldwork including surface
sampling, induced polarization (IP) geophysics and drilling were conducted from
June through October 2004.

McPhar
Geophysics flew the aeromag survey during January, February, March and April of
2004 with the use of a fixed wing aircraft. The survey covers approximately
1,407 square miles. It was flown at an optimum elevation of 395 feet draped
above the ground surface, and flight lines spacing was 820 feet. Flight line
profiles grids were computer generated into a three-dimensional surface 295 feet
above the ground. The plane was controlled primarily by autopilot flying the
computer surface controlled by GPS, radar, altimeter, barometers altimeter, and
pilotage. The dense flight line spacing and low elevation flight lines provide a
high level of detail in the data, which is helpful in mapping out rock types and
structures accurately.

majority of
the 2004 fieldwork was surface geochem sampling. The table below summarizes the
number of samples collected during this work.

Summary of Surface Samples
      Collected in 2004Sample Type
    Number of SamplesVegetation Samples
    4,274Soil Samples
    3,366Water
    993Stream Sediment
    610Rock
    60Total
    9,303


Surface
sampling methods followed industry standards for collecting a representative
sample from its location and minimizing contamination. Vegetation and soil
samples were collected on a grid, with approximate 656 feet station spacing and
0.621 mile line spacing. Infill lines were sampled on anomalous areas. Stream
sediment, water, and rock, samples were collected approximately every 800 meters
on most drainages. Rock samples were collected wherever premineral alteration or
mineralization was noted.

Surface
samples were shipped to MEG Labs in Carson City, Nevada for lab preparation and
analyzed at Acme Labs, a certified lab in Vancouver, British Columbia, Canada
using ICP, mass spectrometer analytical methods.

Surface
sampling analysis indicates the White Sox area as a primary target for copper
and molybdenum mineralization. Vegetation sampling analysis indicates several
other targets on the property have porphyry copper geochemical signatures and
further work is needed.

Induced
Polarization (IP) surveys were conducted by Zonge Engineering, Tucson Arizona.
Dipole lengths were 492 feet. The Reconnaissance IP (RIP) surveys used 1,640
feet receiver wires, spread in an L shape at each station.

The White
Sox area has an IP response indicating the presence of metallic mineralization
with readings similar to a copper porphyry deposit within the district and
elsewhere in the world. Two small responses in the RIP survey indicate potential
for small metallic deposits in those areas.

Shea Clark
Smith (MEG Labs) and Michael Schaefer (Geo-Information Solutions) conducted a
study of the vegetation geochemistry and concluded that data is reliable and
useful for interpretation of the property. They wrote a report summarizing their
findings with recommendations to follow up many different multi-element
anomalies.

---

17

Thirty days
of IP was conducted from August 15 through September 15, 2004. Both
dipole-dipole and reconnaissance IP (RIP) was conducted. The table below
summarizes the work that was completed. It was a very productive crew and the
results are encouraging. A few small areas of IP response was detected with the
RIP survey. But, more significantly a sizeable and significant IP response was
measured on all four lines at White Sox. These profiles indicate the presence of
disseminated metallic material, similar in quantity to many copper porphyries
around the world.

Summary of Induced Polarization SurveysIP Method
    Line-Miles or
      Area Covered9 Dipole-Dipole
      lines
    26.1 miles30 RIP Stations
    ~13.5 sq miles




|Drilling
|--------

Four drill
holes totaling 1,329 feet were completed in the White Sox area. The table below
summarizes this drill campaign.

Summary of Drilling in 2004, Coordinates in WGS84, UTM Zone
      5DH_ID
    utm_x
    utm_y
    El_m
    Bearing
    Dip
    Depth (ft)
    Depth (m)BC1001
    365275
    6658179
    274
    90
    -75
    297
    90.47BC1002
    365574
    6657205
    229
    270
    -75
    113
    34.4BC1003
    365828
    6657215
    237
    90
    -80
    677
    206.35BC1004
    365102
    6656378
    221
    263
    -75
    242
    73.76Total
    
    
    
    
    
    1,329
    404.98


Drilling was
accomplished by Quest Drilling, Vancouver, British Columbia, Canada, with the
use of a helicopter portable LF70 hydraulic drill.

The core was
not "oriented", so the true thickness, and orientation of mineralized zones is
unknown. Assay results show that the eastern-most hole has the most copper and
molybdenum, and future drilling should continue testing to the east.

The drill
results are encouraging, visible copper mineralization was noted in two holes
and visible molybdenite was noted in several places in one hole. This
mineralization and the associated alteration are indicative of a copper porphyry
system, and maybe peripheral to a large disseminated deposit.



|Sampling Method and
Approach
|----------------------------

The holes
are all NQ diameter core. Core was photographed prior to logging and again after
splitting. The core was logged after the first pass of photography; lithology,
alteration and mineralization were entered into an Access database form. Sample
intervals were then assigned, with new sample intervals at every lithology
break, and also at the strongest alteration and mineralization boundaries.
Samples of 6.56 feet were the standard sample length between these breaks. After
logging, the core was split with a diamond saw, half the core went back in the
core boxes for permanent storage and half the core was put into clear
polyethylene bags. The sample numbers from each batch were then randomized and
the samples were gathered in that randomized order for shipment to the prep lab.
The samples were then sent to ALS Chemex Labs in Fairbanks, Alaska for crushing
and pulverization (lab preparation) into pulps. The pulps were then sent from
there to ALS Chemex Labs (a certified laboratory) in Vancouver, British
Columbia, Canada for assay.

As this was
just the earliest exploration drilling, a chain of custody for the samples was
not implemented. A QA/QC program was implemented. The samples within each sample
batch were randomized within the submittal form and a standard or blank was
inserted every tenth sample. The samples were submitted to be processed at the
prep lab and at the assay lab in the randomized order. Visual inspection of the
assay results of the QA/QC samples indicates that there was no down-hole
smearing or other analytical problems.

---

18

No sampling,
or recovery issues or any other factors have been identified that could have
lead to any reliability issues of the drill results. Visual estimates of the
drill core were in the 100 to 200 ppm copper range (1 to 2% chalcopyrite) and
the assays confirm those estimates. There was no significant core loss, or
significant zones of low recovery. The diamond saw was new, with regular blade
cleaning and no other processes that would lead to contamination. The samples
were continuous downhole, and there are no issues regarding the quality of the
samples. Grades were relatively uniform, so there are no issues regarding
compositing of low-grade material with higher-grade material.



|Sample
      Preparation, Analyses and Security
|-----------------------------------------------

Industry
standard treatment of core was implemented. The samples were handled,
photographed, logged and split in a facility that had constant traffic of
employees and contractors with no periods of time where salting, or other
altering of the sample quality could have taken place without notice by several
employees or contractors. An officer of the company supervised all aspects of
the core handling, photography, logging, splitting and sampling. This officer
performed none of the sampling or splitting or any other core handling that
could have reduced the validity of the sampling.



|Data
      Verification
|-----------------------

ALS Chemex
Labs is ISO 9000:2001 certified, and a world-renowned laboratory, well respected
in the industry for quality control and quality assurance. Liberty Star
conducted its own QA/QC checks, which could be checked against ALS Chemex QA/QC
records. We believe the integrity of the sampling, sample preparation, security
and analytical procedures are of the best industry standards. We also believe
that the QA/QC work verifies this integrity and that there are no other problems
regarding the sample results.



|Mineral Processing and Metallurgical
      Testing
|--------------------------------------------------

No
metallurgical testing has been accomplished on our property. However, a
mineralization is thought to be typical of the porphyry copper type that can be
recovered by standard techniques of crushing, grinding concentration by froth
flotation and smelting of such concentrates.



|Mineral Resource and Mineral Reserve
      Estimates
|----------------------------------------------------

No resource
estimation has been accomplished on our property. However, mineralization is
thought to be typical of the porphyry copper type that can be recovered by
standard metallurgical of crushing, grinding concentration by froth flotation
and smelting of such concentrates.

Mineral
Resource and Mineral Reserve Estimates

No resource
estimation has been accomplished on our property.



|Recommendations
|---------------

Our property
is in various stages of exploration. The White Sox area has received the most
work and is a little more advanced then other portions of the property. A
mineralized center has been identified with drilling. Additional drilling on and
near the IP response is recommended during the next field season, summer of
2005. The IP response at White Sox should be fully delineated with additional IP
to the north, east and south of the current survey. Concurrently additional
geochemical sampling should be done on more closely spaced intervals. Drilling
should continue to evaluate those areas with the appropriate geochemical and IP
response (>40 mRad). Once ore-grade mineralization is encountered, a
grid-drilling program should be initiated to delineate resources. 320 ft by 320
ft drill spacing is sufficient to delineate inferred resources.

Dipole-dipole Induced Polarization (IP) and Reconnaissance IP
(RIP) should be conducted on the remainder of the property. The higher quality
geochemical anomalies should be evaluated with dipole-dipole IP. Any significant
sized dipole-dipole IP responses over 40 mRad should be drill tested.

Lower
quality geochemical anomalies should be evaluated with RIP. Any RIP anomalies
should be detailed with dipole-dipole IP. Any significant sized dipole-dipole IP
responses over 40 mRad should be drill tested.

---

19

|Item 4. | Submissions of Matters to a Vote of Security
      Holders.
|------- | -----------------------------------------------------------

There were
no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended January 31, 2005.



|PART II
|-------

Item 5.
    Market for
      Common Equity and Related Stockholder
Matters.

Our common
stock was listed and commenced trading on the OTC Bulletin Board on July 15,
2003 under the symbol "LBTS.OB". Since July 15, 2003, trading in our common
stock has been limited and sporadic. The following table sets forth, for the
periods indicated, the high and low sales prices for our common stock on the OTC
Bulletin Board:

Quarter
      Ended
    OTC Bulletin Board (1) 
      High
    LowJanuary 31,
      2005
    $2.14
    $1.20October 31,
      2004
    $1.74
    $1.35July 31, 2004
    $1.86
    $0.90April 30, 2004
      (2)
    $1.82
    $1.28March 31, 2004
      (3)
    $2.50
    $0.10December 31, 2003
      (4)
    n/a
    n/a


(1)
    These prices were taken from Yahoo! Finance. Such
      over-the-counter market quotations reflect inter-dealer prices, without
      retail mark-up, mark down or commission and may not necessarily represent
      actual transactions.(2)
    These high and low bids are for the month of April only. On
      May 26, 2004, our company changed its fiscal year end to January 31
      resulting in this one-month transition period for the reporting of high
      and low bids.(3)
    Reflects an 8:1 stock split.(4)
    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 during
      this period is the OTC Bulletin Board.


Our common
stock is issued in registered form. The Nevada Agency and Trust Company, of
Suite 880 Bank of America, 50 West Liberty Street, Reno, Nevada 89501 USA
(telephone: 775.322.0626; facsimile 775.322.5632) is the registrar and transfer
agent for our common stock.

On April 20,
2005, the shareholders' list for our common stock showed 101 registered
stockholders and 36,986,717 shares issued and outstanding. The closing sale
price for our common stock on April 20, 2005, as reported on the OTC Bulletin
Board, was $1.42.



|Recent Sales of Unregistered
  Securities
|-----------------------------------------

On March 22,
2005, we completed a private placement financing of $5,052,732 by the issuance
of 3,886,717 units at a price of $1.30 per unit. Each unit consists of one share
of common stock and one-half share purchase warrant. Each whole warrant entitles
the holder to purchase an additional share of common stock at a price of $1.50
per share and is exercisable for a period of two years. The units were issued to
three accredited investors pursuant to exemptions from registration set out in
Rule 506 of Regulation D under the Securities Act and twenty-one non-US persons
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933. As a condition of the private placement, we agreed to
return all proceeds from the private placement in the event that we did not file
a registration statement on Form SB-2 within 60 days of the closing date of the
private placement registering all of the securities issued. We filed the Form
SB-2 within the 60-day deadline. Finders fees are payable on portions of the
investment from non-US persons in the amount of 3% to 3.5% in cash and 1% in
units. Proceeds of the private placement will be used to develop our Alaska
claims and for working capital.

---

20

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

In March
2004 the Company completed two private placements, each consisting of 500,000
shares of common stock issued at a price of $1.00 per share for total proceeds
of $1,000,000. Each private placement was settled by receipt of cash of
$343,465, and the settlement of indebtedness of $156,535. The settlement of
indebtedness totaling $313,070 related to amounts paid on behalf of Big Chunk by
third parties. In June 2004 the Company completed a private placement consisting
of 1,600,000 shares of common stock issued at a price of $ 1.25 for total
proceeds of $2,000,000.

Equity
Compensation Plan Information

As of
January 31, 2005, we had one compensation plan in place, entitled "2004 Stock
Option Plan." This plan has not been approved by our security
holders.

Number of Securities tobe issued upon exerciseof outstanding options
    Weighted-Averageexercise price
      ofoutstanding
      options
    Number of securitiesremaining available forfurther issuance3,850,000
    $1.67
    3,171,000


Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

On November
22, 2004 the Company received and retired 7,000,000 shares that were returned
from Alaska Star Minerals, LLC for which no cash was exchanged. The 7,000,000
shares were part of the original issuance of shares to affect the asset
acquisition. These shares were issued in exchange for mineral claims and notes
payable. The return of 7,000,000 shares was completed in order to remove one of
the Alaska Star Minerals LLC owners from the asset acquisition when it was
decided that he would not be employed by the Company. The receipt and retirement
of these shares were reported at the market closing price on that date of $1.60
per share ($11,200,000), recorded as a reduction of common stock and additional
paid-in capital.

|Item 6. | Management's Discussion and Analysis or Plan of
      Operation.
|------- | ----------------------------------------------------------------

The
following discussion should be read in conjunction with our consolidated audited
financial statements and the related notes that appear elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. We refer you to the cautionary
statement regarding forward-looking statements included at the beginning of this
annual report. Our actual results could differ materially from those discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below and
elsewhere in this annual report, particularly in the section entitled "Risk
Factors" beginning on page 6 of this annual report.

Our
consolidated audited financial statements are stated in United States Dollars
and are prepared in accordance with United States Generally Accepted Accounting
Principles.



|Overview
|--------

We are an
exploration stage company engaged, through our wholly-owned Alaska subsidiary,
Big Chunk Corp., in the acquisition and exploration of 981 mineral claims
spanning 237 square miles in an area centered 25 miles northwest of the village
of Iliamna, on the north shore of Lake Iliamna in southwestern Alaska. We plan
to ascertain whether the claims possess commercially viable deposits of gold,
copper, molybdenum, silver and zinc. To date, we have completed a detailed
aeromagnetic geophysical survey over the entire claim block, 9,303 sample
geochemical survey over a 1 kilometer wide by 200 meter spacing over the entire
claim block, a one month duration IP survey and a 4 hole scout diamond drill
program between October 21 and October 31, 2004, in which we drilled 1,329 feet
of diamond core. This program and subsequent interpretive work over the winter
months has consumed approximately $2.5 million.

---



|21PLAN OF OPERATIONS AND CASH
  REQUIREMENTS
|--------------------------------------------



|Cash Requirements
|-----------------

Over the
next twelve months we intend to expand our exploration program to the north,
west, south and east of our current drill holes as well as do additional
exploratory work over the remainder of the Liberty Star claims. We anticipate
that we will incur the following expenses over the next twelve months: intense
geologic, geophysical, and geochemical studies and interpretation of data
acquired in the field season of the summer of 2005. These studies have been
ongoing throughout the period from the end of the last field season in late
October 2004 to the date of this report. They are continuing through the efforts
of our geophysical, geochemical and data processing consultants.

We will
require additional funds to implement our growth strategy in exploration
operations. These funds may be raised through equity financing, debt financing,
or other sources, which may result in further dilution in the equity ownership
of our shares. There is still no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on his
investment in our common stock. Further, we may continue to be
unprofitable.

Our net cash
provided by financing activities during the year ended January 31, 2005 was
$2,661,930.

In order to
proceed with our plans we raised funds by way of three private placements of
equity securities in our company. The first offering consisted of 1,000,000
shares at a price of $1.00 per share for gross proceeds of $1,000,000. The
second offering consisted of 1,600,000 shares at a price of $1.25 per share for
gross proceeds of $2,000,000. The third offering consisted of 3,886,717 units at
a price of $1.30 per unit for gross proceeds of $5,052,732. Each unit consists
of one share of common stock and one-half share purchase warrant. Each whole
warrant entitles the holder to purchase an additional share of common stock in
the Registrant at a price of $1.50 per share and is exercisable for a period of
two years. The net proceeds received will be used to develop our Big Chunk
property and for working capital.

Over the
next twelve months we intend to use all available funds to expand on the
exploration and development of our leases, as follows:

Estimated Funding
      Required During the Next Twelve MonthsExpense
    AmountMineral Claim
      Exploration Expenses
    $3,835,786Professional
      Fees
    191,920Investor Relations
      & Sales Related
    322,821Rent, Utilities &
      Insurance
    103,450General
      Administrative Expenses
    98,217Total
    $4,552,194


We had cash
and cash equivalents in the amount of $531,044 as of January 31, 2005. We had
working capital of $570,629 as of January 31, 2005.

As at
January 31, 2005, we had $96,317 in current liabilities. We had a net loss of
$18,392,024 for the twelve month period ended January 31, 2005 compared to a net
loss of $58,425 for the twelve-month period ended December 31, 2003. Our total
liabilities and stockholders equity as of January 31, 2005 were $691,041 as
compared to total liabilities and stockholders equity of $16,820 as of December
31, 2003. The increase was due to extensive exploration over the entire Big
Chunk claim block between January 10, 2004 and January 31, 2005. Also, on March
25, 2004 we issued 1,000,000 shares of common stock for gross proceeds of
$1,000,000. On June 16, 2004 we issued 1,600,000 shares of common stock for
gross proceeds of $2,000,000. On March 22, 2005 we issued an additional
3,886,717 shares of common stock for gross proceeds of $5,052,732. We incurred
expenses in the amount of $18,397,569 for the year ended January 31, 2005
compared to $3,505 for the month ended January 31, 2004 and $65,963 for the year
ended December 31, 2003. During the twelve month period ended January 31, 2005
we spent $1,874,639 on exploration of our Big Chunk property.

Our total
expenditures over the next twelve months are anticipated to be approximately
$5,000,000. On March 22, 2005, we completed a private placement financing of
$5,052,732 by the issuance of 3,886,717 units at a price of $1.30 per unit. Each
unit consists of one share of common stock and one-half share purchase warrant.
Each whole warrant entitles the holder to

---

22

purchase an
additional share of common stock at a price of $1.50 per share and is
exercisable for a period of two years. As a condition of the private placement,
we agreed to file a registration statement on Form SB-2 within 60 days of the
closing date of the private placement registering all of the securities issued.
Should a Form SB-2 not be filed within the 60 day deadline, we have agreed to
return all proceeds from the private placement to the placees. We did file a
Form SB-2 registration statement within the required time.

The results
that we can accomplish with our current budgeted expenditures of $5,000,000 are
limited. We will need additional funding to prove up whether we have a
commercially viable mineral resource.

We have no
arrangements in place for any additional financing and there is no assurance
that we will be able to do so in the required amounts. Please refer to the
section of this annual report entitled "Risk Factors" beginning on page 6 for a
more detailed description of the risks that we will face, and the risks that any
person investing in our company will face, that may arise as the result of our
attempt to raise money for the continuation of our exploration program through
the sale of equity in our company. Because of these risks and for other reasons,
our auditors, in their report on the annual consolidated financial statements
for the year ended January 31, 2005, included an explanatory paragraph regarding
their concerns about our ability to continue as a going concern.



|Purchase or Sale of
Equipment
|-----------------------------

We do not
anticipate that we will expend any significant amount on equipment for our
present operations or for our projected operations over the next 12
months.



|Personnel
|---------

As of
January 1, 2005, we had four full time employees and one part-time employee.
However the mining exploration business is buoyant at the present time and is
expected by senior mining experts to continue so for the near term. Competition
for outstanding explorationists is intense as there are too few to meet the need
and few new college graduates are entering the field. As a result we have
decided to maintain a core of experienced critical employees and contract for
technical workers during the summer field months. As of the date of this annual
report, we are employing four full time geologists, including President and CEO,
James Briscoe, and VP Exploration, Phil St. George, as well as two senior
geologists, D. Brown and R. Macer, each having more than 30 years of experience
and advanced degrees. We have also contracted the services of senior geologist,
Dr. M. Silberman who has more than 30 years of experience. Experienced field
crewmembers as part of the geophysical crew, geochemical samplers, and camp cook
have been contracted as well. In all, there will be approximately 22 workers for
the summer field season. These permanent and contracted personnel will start
about May 15 and work until freeze up about the end of October. Additionally, we
have geoscience consultants specializing in exploration geology, geophysics,
geochemistry, and geocomputer data applications, of whom our Technical Advisory
Board is comprised. These individuals are contracted for 140 days of consulting
services over the period January 1, 2005 through December 31, 2005 but
particularly during the summer field season.



|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.



|Presentation of Financial
  Information
|---------------------------------------

We completed
the acquisition of Liberty Star Gold Corp., the private Nevada Corporation that
we acquired from Alaska Star Minerals LLC, effective February 3, 2004 and
subsequently changed our year end from December 31 to January 31. Under United
States generally accepted accounting principles, this acquisition was treated as
a purchase of the private company Liberty Star Gold Corp. by Liberty Star
Acquisition Corp.. Our financial statements for the period ended January 31,
2005 reflect financial information for the period from February 1, 2004 to
January 31, 2005, as well as from inception through January 31, 2005, for the
twelve-month period ended December 31, 2003 and the one-month period ended
January 31, 2004.

You should
read the following discussion of our financial condition and results of
operations together with the consolidated audited financial statements and the
notes to consolidated audited financial statements included elsewhere in this
filing. This discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those anticipated in these forward-looking statements.

---

23

Since we
have not generated any revenue, we have included a reference to our ability to
continue as a going concern in connection with our financial statements for the
year ended January 31, 2005. Our accumulated stockholders equity at January 31,
2005, was $594,724 and the net loss for the twelve-month period ended January
31, 2005 was $18,392,024. All of our exploration costs are expensed as
incurred.

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

In order to
continue as a going concern, we require additional financing. There can be no
assurance that additional financing will be available to us when needed or, if
available, that it can be obtained on commercially reasonable terms. If we are
not able to continue as a going concern, we would likely be unable to realize
the carrying value of our assets reflected in the balances set out in the
preparation of the financial statements.



|Critical Accounting
Policies
|----------------------------

Our
significant accounting policies are described in Note 2 to the consolidated
financial statements included in Item 7 in the Form 10-KSB. The significant
accounting policies adopted by our company are as follows:



|Transition period
reporting
|---------------------------

On May 26,
2004, our company reported its decision to change its fiscal year end from
December 31 to January 31. This action created a "transition period" (as
defined), which is the one month period ended January 31, 2004. Under the SECs
reporting rules, a registrant is not required to file a separate transition
report for transition periods that do not exceed one month. Rule 13a-10 of the
Securities and Exchange Act of 1934 (as amended) requires registrants that have
a transition period of one month or less to include audited financial statements
for that transition period in the first audited financial statements filed
thereafter. Accordingly, our companys January 31, 2004 audited consolidated
statements of operations and cash flows for the one month transition period then
ended are included in accompanying financial statements.



|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 those
estimates.



|Cash
      and cash equivalents
|-------------------------------

Our 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. Our company
maintains its cash in bank deposit accounts which, for periods of time, may
exceed federally insured limits.



|Mineral claim costs
|-------------------

Mineral
claim costs of carrying and retaining undeveloped properties are charged to
expense as incurred.



|Equipment
|---------

Equipment is
stated at cost. Our company capitalizes all purchased equipment over $500 with a
useful life of more than one year. Depreciation is calculated using the double
declining balance method over the useful lives of the assets. Maintenance and
repairs are expensed as incurred while betterments or renewals are
capitalized.

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

Our company
reviews property, equipment and land for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment recognized is measured by the amount by which the carrying amount of
the

---

24

assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.

Environmental expenditures

The
operations of our company have been and may in the future be affected from time
to time in varying degree by changes in environmental regulations, including
those for future removal and site restoration costs. The likelihood of new
regulations and their overall effect upon our company are not predictable. Our
company will provide for any reclamation costs in accordance with Financial
Accounting Standard No. 143 Accounting for Asset Retirement
Obligations.



|Stock-based
compensation
|------------------------

Our company
accounts for stock options under Accounting Principles Board Opinion 25 (APB
25). Under APB 25, there is generally no charge to earnings for employee stock
option awards because the options granted have an exercise price equal to the
market value of the underlying common stock on the grant date. Alternatively,
had we adopted the fair value provisions of SFAS No. 123, the fair value of each
option granted would have been estimated at the date of grant and charged to
compensation expense over the options service life. The fair value of options
granted has been determined to be $0, based on the Black-Scholes Valuation
method, see Note 5, and has no effect on the pro forma loss per
share.



|Income
      taxes
|------------------

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



|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. The calculation of basic loss per share gives
retroactive effect to an eight for one stock split which resulted in 20,000,000
common shares outstanding prior to the merger. Diluted net loss per share takes
into consideration shares of common stock outstanding (computed under basic loss
per share) and potentially dilutive shares of common stock that are not
anti-dilutive. At January 31, 2005, there were 679,000 potentially dilutive
instruments outstanding. There were no dilutive potential shares for the one
month transition period ended January 31, 2004 or for the twelve months ended
December 31, 2003



|New
      Accounting Pronouncements
|-----------------------------------

In January
2003, FASB issued Financial Interpretation No. 46(R) "Consolidation of Variable
Interest Entities" ("FIN Revised 46") (revised 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 our 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.

In November
2004, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 151 (SFAS 151), Inventory Costs. SFAS 151
amends the guidance in APB No. 43, Chapter 4, Inventory Pricing, to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). SFAS 151 requires that those items be
recognized as current period charges regardless of whether they meet the
criteria of so abnormal. In addition, SFAS 151 requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. SFAS 151 is effective for financial
statements issued

---

25

for fiscal
years beginning after June 15, 2005. Management does not believe the adoption of
SFAS 151 will have a material affect on the financial statements.

In December
2004, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 153 (SFAS 153), Exchanges of Nonmonetary
Assets. SFAS 153 amends the guidance in APB No. 29, Accounting for Nonmonetary
Assets. APB No. 29 was based on the principle that exchanges of nonmonetary
assets should be measured on the fair value of the assets exchanged. SFAS 153
amends APB No. 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance if the future cash
flows of the entity are expected to change significantly as a result of the
exchange. SFAS 153 is effective for financial statements issued for fiscal years
beginning after June 15, 2005. Management does not believe the adoption of SFAS
153 will have a material affect on the financial statements.

In December
2004, the Financial Accounting Standards Board (FASB) revised Statement of
Financial Accounting Standards No. 123 (SFAS 123(R)), Share-Based Payment.
The SFAS 123(R) revision established standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services and focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. It does not
change the accounting guidance for share-based payment transactions with parties
other than employees. For public entities that do not file as small business
issuers, the revisions to SFAS 123 are effective as of the beginning of the
first interim or annual reporting period that begins after June 15, 2005.
Management has not yet determined the effects of adopting this statement on our
companys financial position or results of operations.

In May 2005,
the FASB issued Statement of Financial Accounting Standards No. 154, (SFAS
154), Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting
Changes in Interim Financial Statements. SFAS 154 applies to all voluntary
changes in accounting principle and changes the requirements for accounting for
and reporting a change in accounting principle. SFAS 154 requires the
retrospective application to prior periods financial statements of the direct
effect of a voluntary change in accounting principle unless it is impracticable.
APB No. 20 required that most voluntary changes in accounting principle be
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. FASB stated that SFAS 154
improves financial reporting because its requirements enhance the consistency of
financial information between periods. Unless early adoption is elected, SFAS
154 is effective for fiscal years beginning after December 15, 2005. Early
adoption is permitted for fiscal years beginning after June 1, 2005. SFAS 154
does not change the transition provisions of any existing accounting
pronouncements, including those that are in a transition phase as of the
effective date of this statement. The adoption of SFAS 154 is not expected to
have a material affect on the Companys financial position or results of
operations.

The adoption
of these new pronouncements is not expected to have a material effect on our
financial position or results of operations.



|Going Concern
|-------------

Since we
have not generated any revenue, we have included a reference to our ability to
continue as a going concern in connection with our financial statements for the
year ended January 31, 2005. All exploration costs are expensed as
incurred.

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

In order to
continue as a going concern, we require additional financing. There can be no
assurance that additional financing will be available to us when needed or, if
available, that it can be obtained on commercially reasonable terms. If we are
not able to continue as a going concern, we would likely be unable to realize
the carrying value of our assets reflected in the balances set out in the
preparation of the financial statements.

|Item 7. | Financial Statements.
|------- | ---------------------

Our
consolidated financial statements are prepared in accordance with United States
Generally Accepted Accounting Principles.

---

26

The
following consolidated financial statements are filed as part of this annual
report:

|Report
      of Independent Registered Public Accounting Firm                                                                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                      
|Consolidated Balance Sheet as of January 31,
      2005                                                                                                                                                                                                                               
|
|
|                                                                                                                                                                                                                                                                                      
|Consolidated Statements of
      Operations for the year ended January 31, 2005, the one month transition
      period ended January 31, 2004 ,the twelve month period ended December
      31, 2003 and the period from inception (August 20,  2001) to January 31,
      2005       
|                                                                                                                                                                                                                                                                                      
|Consolidated Statement of Stockholders' Equity for the
      period from inception (August 20, 2001) to January 31, 2005                                                                                                                                                              
|                                                                                                                                                                                                                                                                                      
|Consolidated Statements of Cash Flows for
      the year ended January 31, 2005, the one month transition period
      ended January 31, 2004, the twelve month period ended December
      31, 2003 and for the period from inception (August
           20,2001) to January 31, 2005
|
|
|                                                                                                                                                                                                                                                                                      
|Notes to
      the Consolidated Financial Statements                                                                                                                                                                                                                                  

---



|27
|--



|Report of Independent Registered Public Accounting
      Firm
|-------------------------------------------------------------



|Board of
      DirectorsLiberty Star Gold Corp.
|-----------------------------------------------

We have
audited the accompanying consolidated balance sheet of Liberty Star Gold Corp.
as of January 31, 2005, and the related consolidated statements of operations,
stockholders equity, and cash flows for the year then ended., the one month
period ended January 31, 2004 and the cumulative period from inception (August
20, 2001) through January 31, 2005, These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. 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 consolidated statements referred to above present fairly, in all
material respects, the consolidated financial position of the Company as of
January 31, 2005, and the results of its operations, changes in stockholders
equity, its cash flows for the year then ended, and the one month period ended
January 31, 2004 and the cumulative period from inception (August 20, 2001)
through January 31, 2005, in conformity with U.S. generally accepted accounting
principles.

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 14 to the financial
statements, the Company is in the exploration stage, has incurred losses from
operations, and requires additional funds for further exploratory activity prior
to attaining a revenue generating status. In addition, the Company may not find
sufficient ore reserves to be commercially mined. These conditions raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. As discussed in Note 15 to the consolidated
financial statements, the financial statements have been restated in relation to
the correction of the application of an accounting principle.

/s/ Semple
& Cooper, LLP Phoenix, ArizonaApril 13, 2005, except as to Note 15, as to which
the date is October 18, 2005

---

28

|Dohan and
      Company            | 7700 North
      Kendall Drive, 200 
|---------------------------------- | ------------------------------------
|Certified
      Public Accountants | Miami, Florida
      33156-7564     
|A Professional
      Association   | 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 DirectorsLiberty Star Gold Corp. (formerly Titanium Intelligence, Inc.) (A
Development Stage Company) Port Moody, BC, Canada

We have
audited the accompanying statements of operations, stockholders equity
(deficiency in assets) and cash flows for the year ended December 31, 2003, for
Liberty Star Gold Corp. (formerly Titanium Intelligence, Inc.)(A Development Stage Company).
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 audit 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 audit provides a reasonable basis for our
opinion.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows for the year ended
December 31, 2003, of Liberty Star Gold Corp. (formerly Titanium Intelligence,
Inc) (A Development Stage Company), 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,
      FloridaMarch 26, 2004
| | ----------------------------------

---

29

LIBERTY STAR GOLD CORP. 
          (FORMERLY TITANIUM INTELLIGENCE,
      INC.)    (AN EXPLORATION STAGE
      COMPANY)      CONSOLIDATED BALANCE
      SHEET      January 31, 2005     
        Restated (Note 15)ASSETSCurrent:Cash and cash equivalents
    $
    531,044Prepaid expenses
    
    125,822Deposits
    
    10,080Total current assets
    
    666,946Equipment,
      net
    
    24,095Total
      assets
    $
    691,041LIABILITIES AND STOCKHOLDERS EQUITYCurrent:Accounts payable and accrued liabilities
    $
    96,317Total current liabilities
    
    96,317Commitments 
      (Note 9)
    
    -Stockholders
      equity (Note 4)Common stock - $.001 par value; 200,000,000 shares
      authorized;33,100,000 issued and outstanding
    
    33,100Additional paid-in capital
    
    7,886,250Deficit accumulated during the exploration
      stage
    
    (7,324,626)Total stockholders equity
    
    594,724Total
      liabilities and stockholders equity
    $
    691,041


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

---

30

LIBERTY STAR GOLD CORP.(FORMERLY TITANIUM INTELLIGENCE, INC.)(AN EXPLORATION STAGE COMPANY)CONSOLIDATED
      STATEMENT OF OPERATIONSRestated
      *Restated
      * For the twelve months ended January 31,
      2005
    
    Restated
      * For the one month  period
      ended January 31, 2004
    
    For the
      twelve months ended  December 31,
      2003
    
    Restated
      *   Cumulative from   date of
      inception   (August 20, 2001)   to
        January 31, 2005Revenues
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Expenses:Geological and geophysical costs
    
    1,874,639
    
    
    -
    
    
    -
    
    
    1,874,639Salaries and benefits
    
    153,104
    
    
    -
    
    
    -
    
    
    153,104Accounting and auditing
    
    90,324
    
    
    94
    
    
    -
    
    
    90,418Advertising
    
    72,846
    
    
    180
    
    
    -
    
    
    73,026Depreciation
    
    17,416
    
    
    -
    
    
    -
    
    
    17,416Legal
    
    51,618
    
    
    -
    
    
    -
    
    
    51,618Professional services
    
    32,097
    
    
    3,000
    
    
    49,006
    
    
    143,992Office
    
    179,033
    
    
    231
    
    
    16,957
    
    
    200,685Travel
    
    18,992
    
    
    -
    
    
    -
    
    
    26,242Impairment loss
    
    15,907,500
    
    
    -
    
    
    -
    
    
    15,907,500Net operating
      expenses
    
    18,397,569
    
    
    3,505
    
    
    65,963
    
    
    18,538,640Other incomeInterest income
    
    5,545
    
    
    -
    
    
    67
    
    
    6,143Foreign exchange gain
    
    -
    
    
    -
    
    
    105
    
    
    505Gain on
      settlement of debt torelated
      party
    
    -
    
    
    -
    
    
    7,366
    
    
    7,366Total other
      income
    
    5,545
    
    
    -
    
    
    7,538
    
    
    14,014Net
      loss
    $
    (18,392,024
    )
    $
    (3,505
    )
    $
    (58,425
    )
    $
    (18,524,626
    )Basic and
      diluted net loss per share ofcommon stock
    $
    (0.48
    )
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.74
    )Weighted
      average number of sharesof
      common stock outstanding
    
    37,871,311
    
    
    20,000,000
    
    
    20,000,000
    
    
    25,191,190*Restated: see
      Note 15


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

---

31

|LIBERTY STAR GOLD CORP.      
            (FORMERLY TITANIUM INTELLIGENCE, INC.)  
                (AN EXPLORATION STAGE COMPANY)  
              CONSOLIDATED STATEMENT OF STOCKHOLDERS
      EQUITY (DEFICIT)           Restated (Note
      15)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|Balance, August 20, 2001                                                                                                                                                                                                                           
|(Date of inception)                                                                                                                                                                                                                                
|Common stock issued for cash,                                                                                                                                                                                                                      
|November 30, 2001                                                                                                                                                                                                                                  
|Net loss for the period from inception                                                                                                                                                                                                             
|to December 31, 2001                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2001                                                                                                                                                                                                                         
|Net loss for the twelve month period                                                                                                                                                                                                               
|ended December 31, 2002                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2002                                                                                                                                                                                                                         
|Net loss for the twelve month period                                                                                                                                                                                                               
|ended December 31, 2003                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2003                                                                                                                                                                                                                         
|Net loss for the one month transition                                                                                                                                                                                                              
|period ended January 31, 2004                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                   
|Balance, January 31, 2004                                                                                                                                                                                                                          
|Acquisition, February 3, 2004 (Note 1)                                                                                                                                                                                                             
|Issuance of common stock                                                                                                                                                                                                                           
|private placement                                                                                                                                                                                                                                  
|Issuance of common stock                                                                                                                                                                                                                           
|private placement                                                                                                                                                                                                                                  
|Options issued for services                                                                                                                                                                                                                        
|Return of shares                                                                                                                                                                                                                                   
|Net loss for the twelve month period                                                                                                                                                                                                               
|ended January 31, 2005                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                   
|Balance, January 31, 2005                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                   

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

---

32

LIBERTY STAR GOLD CORP.(FORMERLY TITANIUM INTELLIGENCE, INC.)(AN EXPLORATION STAGE COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWSRestated *      
             For the twelve   months
      ended   January 31, 2005
    Restated *   For the one
      month   period ended   January 31,
      2004
    For the
      twelve   months ended   December 31,
      2003
    Restated
      *     Cumulative from    
      date of
      inception     (August 20, 2001)    
      to     January 31, 2005Cash flows
      from operating activitiesNet loss
    $
    (18,392,024
    )
    $
    
    (3,505
    )
    $
    (58,425
    )
    $
    (18,524,626
    )Adjustments to reconcile net lossto
      net cash from operating activities:Depreciation expense
    
    17,416
    
    
    
    -
    
    
    -
    
    
    17,416Mineral claim costs
    
    343,085
    
    
    
    -
    
    
    -
    
    
    343,085Impairment loss
    
    15,907,500
    
    
    
    -
    
    
    -
    
    
    15,907,500Changes in assets and liabilities:Prepaid expenses
    
    
    
    
    
    (6,500
    )
    
    -
    
    
    (37,972
    )Deposits
    
    
    
    
    
    -
    
    
    -
    
    
    (10,080
    )Accounts payable & accrued expenses
    
    71,895
    
    
    
    (2,510
    )
    
    (9,352
    )
    
    90,302Net cash used in operating
      activities
    
    (2,093,680
    )
    
    
    (12,515
    )
    
    (67,777
    )
    
    (2,214,375
    )Cash flows from investing
      activitiesPurchase of equipment
    
    
    
    
    
    -
    
    
    -
    
    
    (41,511
    )Net cash used in investing
      activities
    
    
    
    
    
    -
    
    
    -
    
    
    (41,511
    )Cash flows from financing
      activitiesProceeds from the issuance
      ofcommon stock
    
    2,686,930
    
    
    
    -
    
    
    -
    
    
    2,786,930Principle activity on notes
      payable
    
    (25,000
    )
    
    
    -
    
    
    25,000
    
    
    -Net cash provided by financing
      activities
    
    2,661,930
    
    
    
    -
    
    
    25,000
    
    
    2,786,930Net increase in cash and cash
      equivalentsfor
      period
    
    526,739
    
    
    
    (12,515
    )
    
    (42,777
    )
    
    531,044Cash and cash equivalents,beginning of
      period
    
    4,305
    
    
    
    16,820
    
    
    59,597
    
    
    -Cash and cash equivalents, end of
      period
    $
    531,044
    
    $
    
    4,305
    
    $
    16,820
    
    $
    531,044* Restated: see Note 15


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

---



|33
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS



|NOTE 1
       Organization
|---------------------------

Liberty
Star Gold Corp. (the Company) was formally Titanium Intelligence, Inc
(Titanium).

Titanium
was incorporated on August 20, 2001 under the laws of the State of Nevada. Until
Titanium entered into the transaction to purchase Liberty Star Gold Corp.
(Liberty Star Nevada), its focus consisted primarily of developing an Internet
textile trade centre website to facilitate the trade of textile products
manufactured in China. Parts of the Companys website at
http://www.titanium-intelligence.com commenced operation on April 2, 2002.
Following a review and evaluation of the textile trade centre website business,
Titaniums board of directors determined to discontinue the website operations
and change the focus of the Companys business operations to become an
exploration stage company engaged in the acquisition and exploration of mineral
properties. Titanium was considered to be a development stage company in the
internet textile trade business as it had not generated any revenue from
internet textile trade operations.

On
January 19, 2004, we entered into an Agreement and Plan of Merger with Alaska
Star Minerals LLC, James Briscoe and Paul Matysek (then the beneficial owners of
Alaska Star Minerals LLC), Liberty Star Gold Corp. (then a private Nevada
company wholly owned by Alaska Star Minerals LLC) and Liberty Star Acquisition
Corp. (then our wholly owned Nevada subsidiary).

The
Agreement and Plan of Merger provided for the acquisition of Liberty Star Gold
Corp. by Liberty Star Acquisition Corp. The acquisition was completed effective
February 3, 2004 and Big Chunk Corp. (then a subsidiary of Liberty Star Gold
Corp.) became the wholly owned subsidiary of Liberty Star Acquisition Corp. We
acquired 100% of the issued and outstanding shares of Liberty Star Gold Corp. in
exchange for the issuance of 17,500,000 shares of the Companys common stock to
Alaska Star Minerals LLC. The acquisition of Liberty Star Gold Corp. has been
accounted for as an asset purchase reported at the fair value of our common
shares issued based on the average market closing price of our common shares
over the 3 trading dates prior to the completion of the asset purchase. Upon
completion of the acquisition, we issued 17,500,000 shares of our common stock
to Alaska Star Minerals LLC. 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, of which approximately 46.7% were owned by Alaska Star
Minerals LLC.

On
February 5, 2004, Liberty Star Acquisition was merged into the Company through a
parent/subsidiary merger completed pursuant to Nevada Revised Statute 92A.180.
Also on February 5, 2004, the Companys name was changed from Titanium
Intelligence, Inc. to Liberty Star Gold Corp. Big Chunk Corp. is now our
wholly-owned subsidiary.

On
February 5, 2004, we commenced operations in the acquisition and exploration of
mineral properties business following completion of the above transactions
pursuant to which the Company indirectly acquired 981 mineral claims, spanning
237 square miles in the Iliamna region of southwestern Alaska (the "Alaska
Claims"). The Company is considered to be an exploration stage company, as it
has not generated any revenues from operations.

These
consolidated financial statements include the results of operations and cash
flows of Big Chunk from the date of acquisition. All significant intercompany
accounts and transactions were eliminated upon consolidation.

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
capital 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.

---



|34
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued



|NOTE 2
      - Summary of significant accounting
policies
|---------------------------------------------------------

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



|Transition period
reporting
|---------------------------

On May
26, 2004, the Company reported its decision to change its fiscal year end from
December 31 to January 31. This action created a "transition period" (as
defined), which is the one month period ended January 31, 2004. Under the SECs
reporting rules, a registrant is not required to file a separate transition
report for transition periods that do not exceed one month. Rule 13a-10 of the
Securities and Exchange Act of 1934 (as amended) requires registrants that have
a transition period of one month or less to include audited financial statements
for that transition period in the first audited financial statements filed
thereafter. Accordingly, the Companys January 31, 2004 audited consolidated
statements of operations and cash flows for the one month transition period then
ended are included in accompanying financial statements.



|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 those
estimates.



|Principles of
consolidation
|---------------------------

The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, Big Chunk, from the date of acquisition, February 3,
2004. All significant intercompany accounts and transactions have been
eliminated upon consolidation.



|Reclassifications
|-----------------

Certain
balances as of and for the year ended December 31, 2003 have been reclassified
in the accompanying consolidated financial statements to conform to the current
year presentation. These reclassifications had no effect on previously reported
net loss or stockholders equity.



|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. The
Company maintains its cash in bank deposit accounts which, for periods of time,
may exceed federally insured limits. As at January 31, 2005, the amount of cash
in bank deposit accounts that exceeded federally insured limits was
approximately $450,000.



|Mineral claim costs
|-------------------

Mineral
claim costs of carrying and retaining undeveloped properties are charged to
expense as incurred.

---



|35
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2
- Summary of significant accounting policies  continued



|Equipment
|---------

Equipment
is stated at cost. The Company capitalizes all purchased equipment over $500
with a useful life of more than one year. Depreciation is calculated using the
double declining balance method over the estimated useful lives of the assets.
Maintenance and repairs are expensed as incurred while betterments or renewals
are capitalized. Useful lives range from 3 to 7 years.

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

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



|Environmental
expenditures
|--------------------------

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



|Stock-based
compensation
|------------------------

The
Company accounts for stock options under Accounting Principles Board Opinion 25
(APB 25). Under APB 25, there is generally no charge to earnings for employee
stock option awards because the options granted have an exercise price equal to
the market value of the underlying common stock on the grant date.
Alternatively, had the Company adopted the fair value provisions of SFAS No.
123, the fair value of each option granted would have been estimated at the date
of grant and charged to compensation expense over the options service life. The
fair value of options granted has been determined to be $0, based on the
Black-Scholes Valuation method, see Note 5, and has no effect on the pro forma
loss per share.



|Income
      taxes
|------------------

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

---



|36
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2
- Summary of significant accounting policies  continued



|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. The calculation of basic loss per share gives
retroactive effect to an eight for one stock split which resulted in 20,000,000
common shares outstanding prior to the merger. Diluted net loss per share takes
into consideration shares of common stock outstanding (computed under basic loss
per share) and potentially dilutive shares of common stock that are not
anti-dilutive. At January 31, 2005, there were 679,000 potentially dilutive
instruments outstanding. There were no dilutive potential shares for the one
month transition period ended January 31, 2004 or for the twelve months ended
December 31, 2003.



|Asset
      acquisition
|-----------------------

On
January 19, 2004, we entered into an Agreement and Plan of Merger with Alaska
Star Minerals LLC, James Briscoe and Paul Matysek (then the beneficial owners of
Alaska Star Minerals LLC), Liberty Star Gold Corp. (then a private Nevada
company wholly owned by Alaska Star Minerals LLC) and Liberty Star Acquisition
Corp. (then our wholly owned Nevada subsidiary).

The
Agreement and Plan of Merger provided for the acquisition of Liberty Star Gold
Corp. by Liberty Star Acquisition Corp. The acquisition was completed effective
February 3, 2004 and Big Chunk Corp. (then a subsidiary of Liberty Star Gold
Corp.) became the wholly owned subsidiary of Liberty Star Acquisition Corp. We
acquired 100% of the issued and outstanding shares of Liberty Star Gold Corp. in
exchange for the issuance of 17,500,000 shares of the Companys common stock to
Alaska Star Minerals LLC. The acquisition of Liberty Star Gold Corp. has been
accounted for as an asset purchase reported at the fair value of our common
shares issued based on the average market closing price of our common shares
over the 3 trading dates prior to the completion of the asset purchase. Upon
completion of the acquisition, we issued 17,500,000 shares of our common stock
to Alaska Star Minerals LLC. 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, of which approximately 46.7% were owned by Alaska Star
Minerals LLC.

On
February 5, 2004, Liberty Star Acquisition was merged into the Company through a
parent/subsidiary merger completed pursuant to Nevada Revised Statute 92A.180.
Also on February 5, 2004, the Companys name was changed from Titanium
Intelligence, Inc. to Liberty Star Gold Corp. Big Chunk Corp. is now our
wholly-owned subsidiary.

On
February 5, 2004, we commenced operations in the acquisition and exploration of
mineral properties business following completion of the above transactions
pursuant to which the Company indirectly acquired 981 mineral claims, spanning
237 square miles in the Iliamna region of southwestern Alaska (the "Alaska
Claims"). The Company is considered to be an exploration stage company, as it
has not generated any revenues from operations.

These
consolidated financial statements include the results of operations and cash
flows of Big Chunk from the date of acquisition. All significant intercompany
accounts and transactions were eliminated upon consolidation.

The
acquisition of Liberty Star Gold Corp. has been accounted for as an asset
purchase reported at the fair value of our common shares issued based on the
average market closing price of our common shares over the 3 trading dates prior
to the completion of the asset purchase. Titanium Intelligence, Inc. acquired
mineral claims, assumed liabilities of $313,895 and issued 17,500,000 shares
valued at $15,925,000. The Company conducted a fair value assessment of the
asset acquisition following the transaction date and determined the fair value
of the mineral claims received was less than the value paid. The fair value was
determined by an independent appraisal of the mineral claims. As a result the
Company recorded an impairment loss of $15,907,500 in the same quarter as the
asset acquisition. Mineral claim costs of $331,395 have been expensed as
geological and geophysical costs in the statement of operations during the
twelve

---



|37
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2
- Summary of significant accounting policies  continued



|Asset
      acquisition - continued
|-----------------------------------

month
period ended January 31, 2005. The impairment loss of $15,907,500 has been
expensed and included in the statement of operations during the twelve month
period ended January 31, 2005.



|Recently issued accounting
  standards
|--------------------------------------

In
November 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 151 (SFAS 151), Inventory
Costs. SFAS 151 amends the guidance in APB No. 43, Chapter 4, Inventory
Pricing, to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS 151
requires that those items be recognized as current period charges regardless of
whether they meet the criteria of so abnormal. In addition, SFAS 151 requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. SFAS 151 is effective
for financial statements issued for fiscal years beginning after June 15, 2005.
Management does not believe the adoption of SFAS 151 will have a material affect
on the financial statements.

In
December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 153 (SFAS 153), Exchanges of
Nonmonetary Assets. SFAS 153 amends the guidance in APB No. 29, Accounting for
Nonmonetary Assets. APB No. 29 was based on the principle that exchanges of
nonmonetary assets should be measured on the fair value of the assets exchanged.
SFAS 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for financial statements issued for
fiscal years beginning after June 15, 2005. Management does not believe the
adoption of SFAS 153 will have a material affect on the financial statements.

In
December 2004, the Financial Accounting Standards Board (FASB) revised
Statement of Financial Accounting Standards No. 123 (SFAS 123(R)),
Share-Based Payment. The SFAS 123(R) revision established standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services and focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
It does not change the accounting guidance for share-based payment transactions
with parties other than employees. For public entities that do not file as small
business issuers, the revisions to SFAS 123 are effective as of the beginning of
the first interim or annual reporting period that begins after June 15, 2005.
Management has not yet determined the effects of adopting this statement on the
Companys financial position or results of operations.

In May
2005, the FASB issued Statement of Financial Accounting Standards No. 154,
(SFAS 154), Accounting Changes and Error Corrections, a replacement of APB
Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements. SFAS 154 applies to all
voluntary changes in accounting principle and changes the requirements for
accounting for and reporting a change in accounting principle. SFAS 154 requires
the retrospective application to prior periods financial statements of the
direct effect of a voluntary change in accounting principle unless it is
impracticable. APB No. 20 required that most voluntary changes in accounting
principle be recognized by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. FASB stated
that SFAS 154 improves financial reporting because its requirements enhance the
consistency of financial information between periods. Unless early adoption is
elected, SFAS 154 is effective for fiscal years beginning after December 15,
2005. Early adoption is permitted for fiscal years beginning after June 1, 2005.
SFAS 154 does not change the transition provisions of any existing
accounting

---



|38
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE 2
- Summary of significant accounting policies  continued



|Recently issued accounting standards -
      continued
|------------------------------------------------------

pronouncements, including those that are in a transition phase as
of the effective date of this statement. The adoption of SFAS 154 is not
expected to have a material affect on the Companys financial position or
results of operations.



|NOTE 3
       Mineral claims
|-----------------------------

The
Company holds a 100% interest in 981 mineral claims in the Iliamna region of
southwestern Alaska, located on the north side of the Cook Inlet, approximately
200 miles southwest of the city of Anchorage, Alaska (the Alaska
Claims).

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



|NOTE 4
       Common stock
|---------------------------

On
November 30, 2001, the Company issued 2,500,000 (20,000,000 post stock split)
shares of common stock at a price of $0.04 ($0.005 post stock split) 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.

In March
2004 the Company completed two private placements, each consisting of 500,000
shares of common stock issued at a price of $1.00 per share for total proceeds
of $1,000,000. Each private placement was settled by receipt of cash of
$343,465, and the settlement of indebtedness of $156,535. The settlement of
indebtedness totaling $313,070 related to amounts paid on behalf of Big Chunk by
third parties. In June 2004 the Company completed a private placement consisting
of 1,600,000 shares of common stock issued at a price of $ 1.25 for total
proceeds of $2,000,000.

On
November 22, 2004 the Company received and retired 7,000,000 shares that were
returned from Alaska Star Minerals, LLC for which no cash was exchanged. The
7,000,000 shares were part of the original issuance of shares to affect the
asset acquisition. These shares were issued in exchange for mineral claims and
notes payable. The return of 7,000,000 shares was completed in order to remove
one of the Alaska Star Minerals LLC owners from the asset acquisition when it
was decided that he would not be employed by the Company. The receipt and
retirement of these shares were reported at the market closing price on that
date of $1.60 per share ($11,200,000), recorded as a reduction of common stock
and additional paid-in capital.

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

---



|39
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued



|NOTE 5
       Stock-based compensation
|---------------------------------------

The 2004
Stock Option Plan was approved and adopted by the Board of Directors on December
27, 2004. The plan allows for up to 3,850,000 shares to be granted to key
employees and consultants after specific objectives are met. The options granted
vest under various provisions, not to exceed two years.

Stock
options outstanding at January 31, 2005 are as follows:

Number
      ofOptions
    
    
    Exercise PriceOutstanding,
      February 1, 2004
    -
    
    $
    -Granted
    704,000
    
    
    1.678Forfeited or
      expired
    (25,000
    )
    
    1.678Exercised
    -
    
    
    -Outstanding,
      January 31, 2005
    679,000
    
    
    1.678Exercisable,
      at January 31, 2005
    135,000
    
    $
    1.678


The
options have a weighted-average remaining contractual life of 9.91 years at
January 31, 2005.

The fair
value of options granted to employees has been determined to be $0 at January
31, 2005, based on the Black Scholes valuation method. Therefore, there is no
proforma impact of stock options granted on the Companys net loss as reported
for the twelve months ended January 31, 2005 and the period from incorporation
to January 31, 2005.

The fair
value of option grants to employees is estimated as of the date of grant
utilizing the Black-Scholes option-pricing model with the following weighted
average assumptions for grants at January 31, 2005: expected life of options of
5 years, expected volatility of 0%, risk-free interest rate of 5%, and a 0%
dividend yield. The weighted average fair value at date of grant for options
granted for the twelve months ended January 31, 2005 was approximately
$0.

The fair
value of options granted to service providers is estimated as of the date of the
grant utilizing the Black Scholes option-pricing model with the same assumptions
as above except for expected volatility of 50%. The estimated cost of the
options as a result of these assumptions is $0.513 per option. There were
185,000 shares issued to service providers valued at $94,350.

NOTE 6 
Income taxes

As of January
      31 the deferred tax asset is as follows:2005Net Operating Loss Carryforwards
    $
    1,047,0001,047,000Less valuation allowance
    
    (1,047,000
    )$
    -


---



|40
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued



|NOTE 6
       Income taxes - continued
|---------------------------------------

Management has elected to provide a deferred tax asset valuation
allowance equal to the potential benefit due to the Companys history of losses.
When the Company demonstrates the ability to generate taxable income, management
will reevaluate the allowance. The change in the valuation allowance of $
994,000 in the year ended January 31, 2005 represents the benefit of the current
year net operating loss .

The
Company has a federal net operating loss carry-forward of approximately $
2,600,000 that is available to offset future taxable income that expires at
various dates through 2025.



|NOTE 7
       Due to related parties
|-------------------------------------

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. The advances were made to pay
organizational and operating expenses.

At
December 31, 2003 there was an unsecured, non-interest bearing note payable to
the then President of the Company in the amount of $25,000. It was repaid on
April 1, 2004.



|NOTE 8
       Related party transactions
|-----------------------------------------

The
Company entered into the following transactions with related parties during the
period ended January 31, 2005:

Paid or
accrued $ 10,980 of management fees to a company controlled by a common
director.

Paid or
accrued $ 3,147 of office expenses to a company with a common
director.



|Paid or
      accrued $ 1,000 of travel advance to a
director.
|--------------------------------------------------------------

Paid or
accrued $15,000 in rent. We rent these premises from JABA (US) Inc. for $1,500
per month plus a pro rata share of utilities and maintenance, beginning in
April, 2005. Our president and chairman, Mr. James Briscoe, is the president of
JABA (US) Inc.

The
Company entered into the following transactions with related parties during the
period ended January 31, 2004:

Paid or
accrued $3,000 of management fees to a company controlled by a common
director.

The
Company entered into the following transactions with related parties during the
period ended December 31, 2003.

Paid or
accrued $11,750 of management fees to a company controlled by the then president
of the company.

Paid or
accrued $152 of office and miscellaneous expense to a company with a common
director.

Paid or
accrued $7,250 of travel expenses to a then officer of the Company.

---



|41
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued



|NOTE 9
       Commitments
|--------------------------

On
October 24, 2003, the Company entered into an agreement with Sundance Capital
Corp. (Sundance), a company controlled by the then 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). During
January 2004, this agreement was automatically renewed for a term of three
months.

The
Company is required to perform annual assessment work in order to maintain its
mineral claims in the State of Alaska. Completion of annual assessment work
extends the claims for a two-year period from the staking of claims. The Company
estimates that the required annual assessments to maintain the claims will be
$384,800. At January 31, 2005, more than $384,800 has been paid that can be used
to meet annual assessment requirements. The annual state rentals are $100 for
each 1/4 section (~160 acres) claim and $25 for each 1/4  1/4 section (~40
acres) claim. State rentals for our Alaska claims for 2004 totaled approximately
$47,625 and have been paid. Rentals for 2005 will total approximately $95,250.
Alaska State production royalty is three percent of net income. State law
prescribes that after a 3.5 -year exemption from state taxes a metal mine is
liable for a 15% state licensing tax on net income from the mine.

Commitments for field work in Alaska during the next fiscal year
total $1,199,708. A deposit of $10,000 was paid as of January 31,
2005.

NOTE
10  Supplemental disclosures with respect to cash flows

The
significant non-cash investing and financing transactions for the twelve month
period ended January 31, 2005 were as follows:

|a) | Issued 17,500,000 shares of common stock on the purchase of
      Big Chunk and its mineral claims (Note 1  $15,925,000).
|-- | --------------------------------------------------------------------------------------------------------------------------
|  
|b) | Issued 313,070 shares of common stock, valued at $313,070, on
      the settlement of indebtedness.                       
|  
|c) | Warrants issued of $94,350 to service providers.                                                                          
|  
|d) | Received and retired 7,000,000 shares of common stock
      recorded at $11,690,000 (Note 4).                             
|  

Non-cash
financing activities for the one month period ended January 31, 2004 were as
follows:

a)
Recorded a note payable in the amount of $313,070 for direct payment of
exploration costs.



|NOTE
      11  Financial instruments
|-------------------------------------

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



|NOTE
      12  Segment information
|-----------------------------------

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

---



|42
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued



|NOTE
      13  Subsequent events
|---------------------------------

On March
22, 2005, the Company completed a private placement financing of $5,052,732 by
the issuance of 3,886,717 units at a price of $1.30 per unit. Each unit consists
of one share of common stock and one-half share purchase warrant. Each whole
warrant entitles the holder to purchase an additional share of common stock at a
price of $1.50 per share and is exercisable for a period of two years. The units
were issued to three accredited investors pursuant to exemptions from
registration set out in Rule 506 of Regulation D under the Securities Act and
twenty-one non-US persons in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933. As a condition of the private
placement, we agreed to return all proceeds from the private placement in the
event that we did not file a registration statement on Form SB-2 within 60 days
of the closing date of the private placement registering all of the securities
issued. We filed the Form SB-2  within the 60-day deadline . Finders fees are
payable on portions of the investment from non-US persons in the amount of 3% to
3.5% in cash and 1% in units. Proceeds of the private placement will be used to
develop our Alaska claims and for working capital.



|NOTE
      14  Going concern
|-----------------------------

The
Company is in the exploration stage, has incurred losses from operations, and
requires additional funds for further exploratory activity prior to attaining a
revenue generating status. In addition, the Company may not find sufficient ore
reserves to be commercially mined.

Management has secured approximately $5,000,000 in additional
financing to fund further exploration activity, the financing is contingent on
the successful completion of a registration statement. If the registration
statement is not completed on a timely basis, the private placement is subject
to rescission. The Company has filed a registration statement within the
required time . The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.



|NOTE
      15  Correction of an accounting
principle
|-----------------------------------------------------

The
Company is restating its financial statement due to a change from treating the
acquisition of Liberty Star Gold Corp. in our financial statements, to account
for the transaction as an acquisition of assets for fair value.

The
effect of the amendment of the financial statement increased the net loss from
inception (August 20, 2001) through January 31, 2005 by $16,055,602 or increased
our cumulative loss $0.67 per share for the period then ended. This change is
for the inclusion of prior Titanium Intelligence, Inc. losses and the impairment
loss resulting from the asset acquisition. The effect of the amendment of the
financial statement increased the net loss for the year ended January 31, 2005
by $16,236,895 or increased our net loss $0.42 per share. This change is for the
inclusion of $329,395 of exploration costs, which had previously been expensed
in the period ended January 31, 2004, which is when they were incurred and the
inclusion of the $15,907,500 impairment loss resulting from the asset
acquisition.

---



|43
|--

LIBERTY
STAR GOLD CORP.

FORMERLY TITANIUM INTELLIGENCE, INC. (AN EXPLORATION STAGE
COMPANY)

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - continued



|NOTE
      16  Quarterly Financial Data
(Unaudited)
|----------------------------------------------------

The
following quarterly information, as presented below, has been restated pursuant
to Note 15:

For the period ended
    April 30, 2004
    July 31, 2004
    October 31, 2004
    January 31,
      2005Assets
    $ 455,450
    $ 1,813,697
    $
    1,021,895
    $
    691,041Liabilities
    57,022
    152,067
    
    193,431
    
    96,317Stockholders'
      equity
    398,428
    1,661,630
    
    828,464
    
    594,724Revenue
    -
    -
    
    -
    
    -Gross
      profit
    -
    -
    
    -
    
    -Income (loss)
      from operations
    (16,491,326)
    (739,442)
    
    (836,117)
    
    (330,684)Net income
      (loss)
    (16,491,326)
    (739,442)
    
    (833,166)
    
    (328,090)Basic and
      diluted net loss per common share
    (0.44)
    (0.02)
    
    (0.02)
    
    (0.01)Basic and
      diluted weighted average per
    37,316,667
    39,282,609
    
    40,100,000
    
    33,100,000common shares outstandingFor the period ended
    March 31, 2003
    June 30, 2003
    September 30, 2003
    December 31, 2003Assets
    $ 49,788
    $ 41,466
    $
    14,384
    $
    16,820Liabilities
    31,465
    37,260
    
    20,298
    
    45,917Stockholders'
      equity
    18,323
    4,206
    
    (5,914)
    
    (29,097)Revenue
    -
    -
    
    -
    
    -Gross
      profit
    -
    -
    
    -
    
    -Income (loss)
      from operations
    (10,790)
    (14,936)
    
    (9,689)
    
    (30,548)Net income
      (loss)
    (11,005)
    (14,117)
    
    (10,120)
    
    (23,183)Basic and
      diluted net loss per common share
    (0.00)
    (0.00)
    
    (0.00)
    
    (0.00)Basic and
      diluted weighted average percommon shares outstanding
    20,000,000
    20,000,000
    
    20,000,000
    
    20,000,000


---



|44
|--

|Item 8. | Changes In and Disagreements With Accountants on Accounting
      and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------------

Dohan and
Company CPA PA was dismissed on September 13, 2004 as our independent auditors.
Dohan and Company's audit reports as of January 31, 2004 and for the year then
ended on our financial statements did not contain an adverse opinion or
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles, except that Dohan and Company CPA PA expressed
in their reports substantial doubt about our ability to continue as a going
concern.

During the
two most recent fiscal years, and in the subsequent interim periods, there were
no disagreements with Dohan and Company CPA PA on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Dohan and Company CPA
PA would have caused Dohan and Company CPA PA to make reference to the matter in
their report. We requested Dohan and Company CPA PA to furnish us with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of that letter, dated September 29, 2004 was
filed as Exhibit 16 to our Form 8-K/A as filed with the Securities and Exchange
Commission on September 30, 2004. Semple & Cooper, LLP was engaged on
September 13, 2004 as our principal accountant to audit our financial
statements. The decision to change accountants was approved by the board of
directors.

During the
years ended January 31, 2005 and subsequent to the date hereof, neither us nor
anyone on our behalf consulted with Semple & Cooper, LLP regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, nor has Semple & Cooper, LLP provided
to us a written report or oral advice regarding such principles or audit opinion
or any matter that was the subject of a disagreement or reportable events set
forth in Item 304(a)(iv) of Regulation S-B with our former
accountant.

|Item 8A. | Controls and Procedures.
|-------- | ------------------------

As required
by Rule 13a-15 under the Exchange Act, as of the end of the period covered by
this report, being January 31, 2005, we have carried out an evaluation of the
effectiveness of the design and operation of our company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of our management, including our president and chief executive
officer. Based upon that evaluation, our president and chief executive officer
concluded that our disclosure controls and procedures are effective as of the
end of the period covered by this report. There have been no  changes in our
internal controls over financial reporting that occurred during our most recent
fiscal quarter that have materially affected, or are reasonably likely to
materially affect our internal controls over financial reporting.

Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our company's 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 president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.

---

45

PART
III

|Item 9. | Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the **Exchange Act.**
|------- | --------------------------------------------------------------------------------------------------------------------------

All
directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors, executive
officers and significant employees, their ages, positions held, and duration as
such, are as follows:

Name
    Position Held with theCompany
    Age
    Date First Electedor AppointedJames Briscoe
    President, Chief
      Executive Officer,Chairman of the Board and Director
    63
    President, Chief Executive Officer,Chairman of the Board and Directorsince February 3,
      2004Jon Young
    Chief Financial Officer
      and Director
    60
    Chief
      Financial Officer and Directorsince February 3, 2004Gary Musil
    Secretary and
      Director
    53
    Secretary and Director sinceOctober 23, 2003John Guilbert
    Director
    73
    Director since February 5, 2004


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

Mr. Briscoe
was appointed as our Chief Executive Officer, President, Chairman and a director
on February 3, 2004. Mr. Briscoe is a Registered Professional Geologist in the
states of Arizona and California. From 1996 to April 2005, Mr. Briscoe was the
Vice President Exploration, and Chairman of the Board of JABA Exploration Inc.,
a TSX Venture Exchange Canadian public company.  Mr. Briscoe is also the
President, Chief Executive Officer and a Geologist of JABA (US) Inc. and
President of Compania Minera JABA, S.A. de C.V. in Mexico. From 1992 to 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 our Chief Financial Officer and a director on February 3, 2004.
Mr. Young is a certified public accountant. Mr. Young is presently the Chief
Executive Officer of Oracle Capital Advisors, Ltd. and has more than 30 years
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.



|Gary
      Musil  Secretary and Director
|-----------------------------------------

Mr. Gary
Musil was appointed as one our directors on October 23, 2003 and is presently
our corporate 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 and a reporting issuer in Canada, since February 1999. Mr. Musil has
been the chief financial officer and secretary and a director of Belmont
Resources Inc., a TSX Venture company

---



|46
|--

and a reporting issuer in Canada, since August 1992. Mr. Musil has been the chief financial officer and a director of Mandalay Resources Corp, a TSX Venture company and a reporting issuer in
Canada, since January 2000. Mr. Musil has been the Chief Financial Officer and secretary of Highbank Resources Ltd., a TSX Venture company and a reporting issuer in Canada, since December 1988.



|John Guilbert  Director
|------------------------

Dr. Guilbert was appointed as a director on February 5, 2004. Dr. Guilbert is a Professor Emeritus at the University of Arizona and is a world-renowned geologist and author and a
co-developer of the Lowell-Guilbert porphyry copper model.



|Family Relationships
|--------------------

There are no family relationships among our directors or officers.



|Board and Committee Meetings
|----------------------------

The board of directors of our company held no formal meetings during the year ended January 31, 2005.  All proceedings of the board of directors were conducted by resolutions consented to in
writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada
General Corporate Law and the By-laws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended January 31, 2005 our only standing committee of the board of directors was our audit committee.



|Audit Committee
|---------------

Currently our audit committee consists of our entire board of directors.  We currently do not have nominating, compensation committees or committees performing similar functions. There has not
been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

During fiscal 2005, there were no meetings held by this committee.  The business of the Audit Committee was conducted by resolutions consented to in writing by all the members and filed with the
minutes of the proceedings of the Audit Committee.



|Audit Committee Financial Expert
|--------------------------------

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation
S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for
financial reporting.  In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of
our development and the fact that we have not generated any material revenues to date.



|Involvement in Certain Legal Proceedings
|----------------------------------------

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

|1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that
time;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

---



|47
|--

|2. | any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor offences);                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|  
|4. | being found by a court of competent jurisdiction (in a civil
      action), the Commission or the Commodity Futures Trading Commission to
      have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or vacated.                                           
|  



|Section 16(a) Beneficial Ownership
      Compliance
|---------------------------------------------------

Section
16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during the year ended January 31, 2005, all filing requirements applicable to
its officers, directors and greater than 10% percent beneficial owners were
complied with, with the exception of the following:

|Name                     | Number of Late  Reports | Number of Transactions Not  Reported on a Timely
      Basis | Failure to File  Requested Forms
|------------------------ | ----------------------- | ------------------------------------------------------------ | --------------------------------
|
|
|James Briscoe            | 1(1)                    | 1(1)                                                         | Nil                             
|Jon Young                | 2(1)(2)                 | 1(1)(2)                                                      | Nil                             
|Gary Musil               | 2(1)(2)                 | 2(1)(2)                                                      | Nil                             
|John Guilbert            | 2(1)(2)                 | 2(1)(2)                                                      | Nil                             
|Alaska Star Minerals LLC | 2(1)(2)                 | 2(1)(2)                                                      | Nil                             

|(1) | The
      named officer, director or greater than 10% stockholder, as applicable,
      filed a late Form 3 - Initial Statement of Beneficial Ownership of
      Securities.   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | The
      named officer, director or greater than 10% stockholder, as applicable,
      filed a late Form 4 - Statement of Changes in Beneficial Ownership of
      Securities.
|   



|Code of Ethics
|--------------

Effective
March 15, 2004, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's president
and secretary (being our principal executive officer, principal financial
officer and principal accounting officer), as well as persons performing similar
functions. As adopted, our Code of Business Conduct and Ethics sets forth
written standards that are designed to deter wrongdoing and to
promote:

|1. | honest and ethical conduct, including the ethical handling of
      actual or apparent conflicts of interest between personal and professional
      relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | full, fair, accurate, timely, and understandable disclosure
      in reports and documents that we file with, or submit to, the Securities
      and Exchange Commission and in other public communications made by
      us;
|  
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|  
|4. | the
      prompt internal reporting of violations of the Code of Business Conduct
      and Ethics to an appropriate person or persons identified in the Code of
      Business Conduct and Ethics; and                      
|  

---



|48
|--

|5. | accountability for adherence to the Code of Business
      Conduct and Ethics. Our Code of Business Conduct and Ethics requires,
      among other things, that all of our company's Senior Officers commit to
      timely, accurate and consistent disclosure of information; that they
      maintain confidential information; and that they act with honesty and
      integrity.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

In addition,
our Code of Business Conduct and Ethics emphasizes that all employees, and
particularly Senior Officers, have a responsibility for maintaining financial
integrity within our company, consistent with generally accepted accounting
principles, and federal and state securities laws. Any Senior Officer who
becomes aware of any incidents involving financial or accounting manipulation or
other irregularities, whether by witnessing the incident or being told of it,
must report it to our company. Any failure to report such inappropriate or
irregular conduct of others is to be treated as a severe disciplinary matter. It
is against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our company's Code of
Business Conduct and Ethics by another.

Our Code of
Business Conduct and Ethics was filed with the Securities and Exchange
Commission on March 13, 2004 as Exhibit 14.1 to our annual report. We will
provide a copy of the Code of Business Conduct and Ethics to any person without
charge, upon request. Requests can be sent to: Liberty Star Gold Corp., 2766 N
Country Club Road, Tucson, Arizona 85716.

|Item 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

Following
are the particulars of compensation paid or accruing to our officers, as a
group, for our last three fiscal years ended.



|Summary Compensation
Table
|--------------------------

Name
      and  Principal  Position
    Year
    Annual Compensation
    Long Term
      Compensation (1)
    All Other 
      Compen-  sationSalary  (US$)
    Bonus  (US$)
    Other Annual Compen- sation
      (US$)(1)
    Awards  Securities 
      Underlying  Options/  SARs  Granted
    Restricted  Shares or 
      Restricted  Share  Units
    PayoutsLTIP  Payouts 
      (US$)James Briscoe
      (2)  President, CEO, 
      Chairman and  Director
    2005 
      2004  2003
    84,144 
      N/A  N/A
    Nil 
      N/A  N/A
    Nil N/A N/A
    Nil 
      N/A  N/A
    Nil 
      N/A  N/A
    Nil 
      N/A  N/A
    Nil 
      N/A  N/AGary Musil (3)Secretary andDirector, FormerPresident and CEO
    200520042003
    NilNilN/A
    NilNilN/A
    Nil$ 11,750 (4)N/A
    17,000(6)NilN/A
    NilNilN/A
    NilNilN/A
    NilNilN/APaulo Martins
      (5)Former Directorand CEO
    200520042003
    N/ANilNil
    N/ANilNil
    N/ANilNil
    N/ANilNil
    N/ANilNil
    N/ANilNil
    N/ANilNilJon R. YoungDirector, Treasurerand CFO
    200520042003
    31,500NilNil
    NilN/AN/A
    NilN/AN/A
    120,000(6)N/AN/A
    NilN/AN/A
    NilN/AN/A
    NilN/AN/A


---



|49
|--

|(1)The value of perquisites and other personal benefits,
      securities and property for the officers that do not exceed
|--------------------------------------------------------------------------------------------------------------------------
|the lesser of
      $50,000 or 10% of the total of the annual salary and bonus is not reported
      herein.              

|(2) | Mr. Briscoe was appointed as a
      director and officer on February 3, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Mr. Musil served as our chief
      executive officer until February 3, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | We paid management consulting fees to
      Sundance Capital Group, Inc., a private company directed by Mr. Musil,our secretary and one of our directors, 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 was extended for a further three
      months until April 24, 2004. This agreement was not renewed but is
      now paid on an advisory basis for work performed.
|
|
|
|(5) | Mr. Martins served as our chief
      executive officer until October 24, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(6) | These options were granted on
      December 27, 2004, and are exercisable at a price of $1.67 per share
      until December 27, 2014, and vest on the basis of
      25% of the options on each of the 6 month anniversaries from the
      date of granting.                                                                                                                                                                                                                                                                                                            
|   
|

Option/SAR Grants in the last fiscal year

During the
year ended January 31, 2005 we granted the following stock options to our
directors and officers:

Name
    Number of Securities Underlying Options/ SARs
      Granted (#)(1)
    % of Total Options/ SARs Granted to Employees
      in Fiscal Year(1)
    Exercise 
      Price  ($/Share)
    Expiration DateJon
      Young
    120,000 (2)
      (3)
    17.05%
    $1.67
    December 27,
      2014Gary
      Musil
    17,000(2)
      (3)
    2.42%
    $1.67
    December 27,
      2014John
      Guilbert
    80,000(2)
      (3)
    11.36%
    $1.67
    December 27,
      2014


|(1) | Calculated on the basis of the total number
      of new options awarded during the year (704,000) .                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Granted on December 27, 2004 pursuant to the
      2004 Stock Option Plan.                                                               
|(3) | These options vest on the basis of 25% of
      the options on each of the 12 and 24 month anniversaries from the
      date of granting.
|   

The
following table sets forth for each director and officer certain information
concerning the number of shares subject to both exercisable and unexercisable
stock options as of January 31, 2005.

---

50

Name
    SharesAcquired onExercise (#)
    Aggregate  Value 
      Realized
    Number 
      Underlying of Securities Unexercised
      Options/SARs at  Fiscal Year-End (#)
    Value of Unexercised In-the-  Money Options/SARs
      at  Fiscal Year-End(1)($)Exercisable
    Unexercisable
    Exercisable
    UnexercisableJ. Young
    Nil
    Nil
    Nil
    120,000
    $0
    $30,000G. Musil
    Nil
    Nil
    Nil
    17,000
    $0
    $4,250J. Guilbert
    Nil
    Nil
    Nil
    80,000
    $0
    $20,000


(1)The values for "in-the-money" options are
calculated by determining the difference between the fair market value of the
securities underlying the options as of January 31, 2005 ($1.92 per share on
NASD OTCBB) and the      exercise price of the
individual's options ($1.67), or $0.25.



|Long-Term Incentive
Plans
|-------------------------

There are no
arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers, except that our directors and
executive officers receive stock options at the discretion of our Board. We do
not have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of our
Board.

We have no
plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.



|Compensation of
Directors
|-------------------------

We have no
formal plan for compensating our directors for their service in their capacity
as directors, although such directors are expected in the future to receive
stock options to purchase common stock as awarded by our board of directors or
(as to future stock options) a compensation committee which may be established.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of our
board of directors. Our board of directors may award special remuneration to any
director undertaking any special services on our behalf other than services
ordinarily required of a director. No director received and/or accrued any
compensation for their services as a director, including committee participation
and/or special assignments.



|Employment
Contracts
|--------------------

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

We entered
into a management consulting agreement with Sundance Capital Group, Inc., a
private company directed 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 expired April 24, 2004 and was not renewed.

---

51

COMPENSATION PLANS

As of
January 31, 2005, we had one compensation plan in place, entitled "2004 Stock
Option Plan." This plan has not been approved by our stockholders.

Number of Securities  to be issued
      upon  exercise of  outstanding options
    Weighted-Average  exercise price of 
      outstanding options
    Number of securities  remaining available 
      for further issuance3,850,000
    $1.67
    3,171,000


|Item 11. | Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder **Matters.**
|-------- | ---------------------------------------------------------------------------------------------------------

We have set
forth in the following table certain information regarding our common stock
beneficially owned on April 20, 2005 for (i) each shareholder we know to be the
beneficial owner of 5% or more of our outstanding common stock, (ii) each of our
executive officers and directors, and (iii) all executive officers and directors
as a group. In general, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
such security, or the power to dispose or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities of
which the person has the right to acquire beneficial ownership within 60 days.
As of April 20, 2005, we had outstanding 36,986,717 shares of common stock
issues and outstanding.

Name and Address of Beneficial Owner
    Amount and Nature of Beneficial Ownership
    Percentage of Class(1)James Briscoe5610 E Sutler LaneTucson AZ 85712USA
    8,750,000(2)
    24%Jon Young1985
      E River RoadTucson
      AZ 85718USA
    Nil
    0%Gary Musil3577 Marshall StreetVancouver BC V5N 4S2Canada
    40,000
    0%John Guilbert961 E Linda Vista Blvd.Tucson AZ 85727USA
    Nil
    0%Directors and Executive Officers as a Group
    8,790,000
    24%


(1)
    Based on 36,986,717 shares of common stock issued and
      outstanding as of April 20, 2005. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where applicable.(2)
    These shares are held by Alaska Star Minerals LLC. James
      Briscoe beneficially owns 100% of the membership interest in Alaska Star
      Minerals LLC.


---



|52
|--



|Changes in Control
|------------------

We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change in control of our company.

|Item 12. | Certain Relationships and Related
      Transactions.
|-------- | -----------------------------------------------------

Other than
as listed below, we have not been a party to any transaction, proposed
transaction, or series of transactions in which the amount involved exceeds
$60,000, and in which, to our knowledge, any of our directors, officers, five
percent beneficial security holder, or any member of the immediate family of the
foregoing persons has had or will have a direct or indirect material
interest.

On closing
of our acquisition of Liberty Star Gold Corp., on February 3, 2004 , we issued to
Alaska Star Minerals LLC, an Arizona limited liability company, a total of
17,500,000 shares of our common stock. James Briscoe, our president and
chairman, owns a 100% beneficial interest in Alaska Star Minerals LLC. See the
section of this annual report entitled "Description of Business" at page 3, for
a complete description of this transaction.

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 was
non-interest bearing, was unsecured and was without any fixed terms of
repayment. The loan was repaid as of December 31, 2004.

On October
24, 2003, our 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, we paid $5,000 upon execution and agreed to pay $3,000 per month,
plus reasonable expenses (not to exceed $250 per month). During January 2004,
this agreement was automatically renewed for a term of three months.

|Item 13. | Exhibits.
|-------- | ---------

|ExhibitNumber | 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)                                               
|
|10.3          | Termination Agreement dated effective January 30, 2004 with
      Zhejiang Weilain Group Company(5)                                                                                                                                                                
|10.4          | Form of Subscription Agreement for June 2004 private
      placement(5)                                                                                                                                                                                            
|10.5          | Form of Registration Rights Agreement for June 2004 private
      placement(5)                                                                                                                                                                                     
|10.6          | Membership Interest Redemption and Withdrawal Agreement dated
      October 29, 2004 between Alaska StarMinerals, LLC, Briscoe Investments, LP,
      RLLP, and Paul Maty/R>                                                                                     
|
|10.7          | Amendment to Membership Interest Redemption and Withdrawal
      Agreement dated November 19, 2004 betweenAlaska Star Minerals, LLC, Briscoe
      Investments, LP, RLLP, Paul Matysek, Bedrock Capital Corporation Ltd.
      andLiberty Star Gold
      Corp. (6)
|
|
|14.1          | Code of Ethics(4)                                                                                                                                                                                                                                                  
|21.1          | Subsidiaries:                                                                                                                                                                                                                                                      

---

53

|ExhibitNumber | Description of
      Exhibit                                                     
|------------- | ---------------------------------------------------------------------------------
|
|
|              | Big Chunk
      Corp.                                                            
|23.1*         | Consent of
      Semple & Cooper, LLP                                            
|31.1*         | Section
      302 Certification under Sarbanes-Oxley Act of 2002 of James Briscoe
|31.2*         | Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Jon Young    
|32.1*         | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of James Briscoe
|32.2*         | Section
      906 Certification under Sarbanes-Oxley Act of 2002 of Jon Young    

|(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 our Annual Report on Form 10-KSB,
      filed with the SEC on March 31, 2004.             
|   
|(5) | Filed as an exhibit to our Quarterly Report on Form 10-QSB/A
      for the fiscal quarter ended April 30, 2004.  
|   
|(6) | Filed as an exhibit to our Annual Report on Form 10-KSB,
      filed with the SEC on May 13, 2005.               
|   

* Filed
herewith.

|Item 14. | Principal Accountants Fees and Services.
|-------- | ----------------------------------------

Audit
Fees

For the
fiscal year ended January 31, 2005, the aggregate fees billed by Semple &
Cooper, LLP for professional services rendered for the audit of our annual
consolidated financial statements included in our annual report on Form 10-KSB
were $12,104. For the fiscal year ended January 31, 2004, the aggregate fees
billed and accrued by Dohan and Company CPA PA for professional services
rendered for the audit of our annual consolidated financial statements included
in our annual report on Form 10-KSB were $24,548.

Audit
Related Fees

For the
fiscal year ended January 31, 2005, the aggregate fees billed for assurance and
related services by Semple & Cooper LLP relating to the performance of the
audit of our financial statements which are not reported under the caption
"Audit Fees" above, was $0. For the fiscal year ended January 31, 2004, the
aggregate fees billed for assurance and related services by Dohan and Company
CPA PA relating to the performance of the audit of our financial statements
which are not reported under the caption "Audit Fees" above, was $0.

Tax
Fees

For the
fiscal year ended January 31, 2005, the aggregate fees billed by Semple &
Cooper, LLP for other non-audit professional services, other than those services
listed above, totalled $0. For the fiscal year ended January 31, 2004, the
aggregate fees billed by Dohan and Company CPA PA for other non-audit
professional services, other than those services listed above, totalled
$0.

We do not
use Semple & Cooper, LLP for financial information system design and
implementation. These services, which include designing or implementing a system
that aggregates source data underlying the financial statements or generates
information that is significant to our financial statements, are provided
internally or by other service providers. We do not engage Semple & Cooper,
LLP to provide compliance outsourcing services.

---



|54
|--

Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before Semple & Cooper, LLP is engaged by us to render any auditing or
permitted non-audit related service, the engagement be:

|-approvedby our audit committee (which
      consists of our entire board of directors); or                                                                                                                                                                                                                                                                                                          
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- enteredinto pursuant to pre-approval policies and procedures
      established by the board of directors,provided the
      policies and procedures are detailed as to the particular service, the
      board of directors is informed of each service,
         and such policies and procedures do not include
      delegation of the board of directors'
      responsibilities to management.

The board of
directors pre-approves all services provided by our independent auditors. All of
the above services and fees were reviewed and approved by the board of directors
either before or after the respective services were rendered.

The board of
directors has considered the nature and amount of fees billed by Semple &
Cooper, LLP and believes that the provision of services for activities unrelated
to the audit is compatible with maintaining Semple & Cooper, LLP's
independence.

---



|55
|--



|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: /s/ James
      BriscoeJames BriscoeChief Executive Officer,President and
      Director(Principal Executive Officer)Dated: January 12,
      2006
      By: /s/ Jon
      YoungJon
      YoungChief Financial Officer and Director(Principal Financial
      Officerand Principal Accounting Officer)Dated: January 12,
    2006
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to
the requirements of 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
      BriscoeJames BriscoeChief Executive Officer,President and
      Director(Principal Executive Officer)Dated: January 12,
      2006
      By: /s/ Jon
      YoungJon
      YoungChief Financial Officer and Director(Principal Financial
      Officerand Principal Accounting Officer)Dated: January 12,
      2006
      By: /s/ Gary
      MusilGary
      MusilSecretary and DirectorDated: January 12,
  2006
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



|- 56
      -
|------------



|By: /s/ John
      GuilbertDr. John GuilbertDirectorDated: January 12, 2006
      By: /s/ Phil St.
      GeorgePhil St. GeorgeDirectorDated: January 12,
  2006
|---------------------------------------------------------------------------------------------------------------------------------------------------------------

---