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[   ]   No[X]

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

2

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.)

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.

37,233,130 shares of Common Stock @ $0.255 ⁽¹⁾ = $9,494,448
⁽¹⁾ Average of bid and ask closing prices on April 23, 2008.

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

45,983,130 shares of Common Stock issued and outstanding as of April 23, 2008.

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) under the Securities Act of 1933 (“Securities
Act”). The listed documents should be clearly described for indentification purposes (e.g., annual report to security holders
for the fiscal years ended December 24, 1990).

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

3

TABLE OF CONTENTS

			Page
	PART I		4
Item 1.	Description of Business		4
Item 2.	Description of Property		11
Item 3.	Legal Proceedings		20
Item 4.	Submission of Matters to a Vote of Security Holders		20
	PART II		20
Item 5.	Market for Common Equity and Related Stockholder Matters		20
Item 6.	Management's Discussion and Analysis or Plan of Operation		23
Item 7.	Financial Statements		30
Item 8.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		57
Item 8A.	Controls and Procedures		57
Item 8B.	Other Information		57
	PART III		58
Item 9.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act		58
Item 10.	Executive Compensation		61
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		65
Item 12.	Certain Relationships and Related Transactions, and Director Independence		66
Item 13.	Exhibits		66
Item 14.	Principal Accountant Fees and Services		68
	Signatures		69

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

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

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

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PART I

Item 1.           Description of Business.

Business development

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

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

Our current business

We are an exploration stage company engaged in the acquisition and exploration of mineral properties in the States of Arizona and Alaska. Claims in the State of Alaska are held in the name of our wholly-owned subsidiary, Big Chunk Corp. Claims in the State of Arizona are held in the name of Liberty Star. The Company uses the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. The Company’s significant projects are described below.

North Pipes Super Project (“NPSP”):

The Company holds a 100% interest in 1,757 Federal lode mining claims strategically placed over approximately 60 square miles on the Colorado Plateau Province of Northern Arizona. The 1,757 Federal lode mining claims include approximately 300 breccia pipe targets (“Pipes”). Breccia pipes are cylindrical formations in the Earth’s crust, identified by a surface depression, and containing a high concentration of fragmented rock “breccia” cemented by uranium and other minerals. We plan to ascertain whether the North Pipes Super Project claims possess commercially viable deposits of uranium.

The Company also holds a 50% interest in 37 Federal lode mining claims covering 7 breccia pipe targets (“Elle Venture claims”) at the North Pipes Super Project location through the Elle Venture, a general partnership with XState Resources Limited (“XState”). XState has the right of first refusal to buy or joint venture in relation to the other pipes and claims later staked in the Elle Venture area. We plan to ascertain whether the Elle Venture claims possess commercially viable deposits of uranium.

The Company completed ground electrical geophysics surveys covering 22 line miles on the NPSP claims. We have collected approximately 13,500 soil samples consisting of 1 kilogram of soil taken about 6 centimeters below the surface and approximately 200 rock samples for geochemical testing. We performed detailed geologic, mineralization, alteration and leached-cap mapping using scintillometer and/or gamma ray spectrometer devices which detect radioactivity. We analyzed the data received from the geochemical sampling program and surface geologic mapping as well as using all technical data that we have to prioritize our breccia pipe targets. We fully permitted nine breccia pipe targets for drilling. We are currently performing diamond drilling exploration at the NPSP on claims we own 100% and claims we own 50% in the Elle Venture. We have drilled on 8 of the 9 breccia pipe targets permitted to date. Details of our drilling program can be found in Item 2: Description of Property.

Big Chunk Super Project (“Big Chunk”):

The Company holds a 100% interest in 707 mineral claims covering approximately 177 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage,

5

Alaska. We plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver and zinc.

To date, we have completed a detailed study, by airplane, of the magnetic fields found on our Big Chunk claims. One hundred eleven miles of induced polarization surveys have been completed over portions of our Big Chunk claims. We have also drilled 31 drill holes to an average depth of about 400 feet for a total of 12,277 feet of drilling on our Big Chunk claims.

Bonanza Hills Project (“Bonanza Hills”):

The Company holds 56 mineral claims covering approximately 13.5 square miles in Southwestern Alaska approximately 13.5 miles northeast of the northern boundary of the Big Chunk claims. We plan to ascertain whether the Bonanza Hills claims possess commercially viable deposits of gold and silver. At present, only a small part of our Bonanza Hills claims have been sampled.

Our board of directors decided that we will perform only the minimum amount of exploration activity required to maintain our current Alaska claims in good standing as a result of difficulties that other companies in the Iliamna region have experienced trying to apply for drill permitting, mine permitting and obtaining approved road plans to build an access road to their potential mine site. The difficulties are likely connected to efforts by lobbying organizations that insist that mining operations in the region would pollute rivers and trout and salmon fisheries draining into Bristol Bay lying to the west and disturb a large amount of forest land. It is our management’s estimate that it will take several years before these environmental issues are resolved. Management believes that, in the mean time, our limited resources are better spent on exploration at the North Pipes Super Project.

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.

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.

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 in 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 federal or state mining claim, state prospecting permit or lease). After acquisition, exploration would probably begin with a 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). 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 conclude with a feasibility study to determine whether mining the minerals would make economic sense. 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 feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled "Risk Factors" for additional information about the risks of mineral exploration.

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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.

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 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 may 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.

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 States of Arizona and Alaska.

The Company is required to perform annual assessment work in order to maintain the Big Chunk and Bonanza Hills Alaska State mining claims. If annual assessment work is not performed the Company must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per ¼ section (160 acre) claim or $100 per ¼ -¼ section (40 acre) claim extends the claims for a one year period. Assessments work performed in excess of the required amount may be carried forward for up to 4 years to reduce future obligations for assessment work. The Company estimates that the required annual assessments to maintain the claims for 2008, less available carry forwards, will be approximately $28,366.

The annual state rentals for the Big Chunk and Bonanza Hills Alaska State mining claims are $100 for each ¼ section (160 acres) claim and $25 for each ¼ -¼ section (40 acres) claim. The rental period begins at noon September 1^st through the following September 1^st and annual rental payments are due on November 30^th of each year. Annual rent is due in full within 45 days of staking a new claim and covers the period from staking until the next September 1^st. Claims that are staked in accordance with AS 38.05.195(b)(1) meridian, township, range, section and claim system location “MTRSC” receive a onetime only credit of 50% of the second year’s rent payment. Our Alaska claims are all MTRSC claims eligible for the 50% rental credit in the second rental year. The annual state rentals required to maintain the Big Chunk and Bonanza Hills claims is $74,650. 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 North Pipes Super Project claims are Federal lode mining claims located on U.S. Federal Lands and administered by the Department of Interior, Bureau of Land Management. The Company is required to pay annual rentals to maintain its Federal lode mining claims in good standing. The rental period begins at noon on September 1^st through the following September 1^st and rental payments are due by the first day of the rental period. The annual rental is $125 per claim. Additional fees of $45 per claim are due in the first year of filing a Federal lode mining claim along with the first year’s rent. The annual rentals required to maintain the NPSP claims are $220,000. There is no requirement for annual assessment or exploration work on the Federal lode mining claims. There are no royalties associated with the Federal lode mining claims.

In order to perform a drilling program on our Arizona claims, we have to apply for various permits with the State of Arizona and the Federal Bureau of Land Management (“USBLM”). The permitting process takes several weeks. We plan to apply for a few drilling permits at a time to drill at those breccia pipe locations that we have prioritized after geophysical and geochemical

7

testing. The drilling permit fees are anticipated to be approximately $5,000 per pipe and also require a reclamation bond of up to $50,000 per pipe. The drilling permitting process will be ongoing as exploration continues at the North Pipes Super Project.

In order to proceed with mining operations on our Arizona claims, we will have to apply for various permits with the State of Arizona and various Federal agencies. We plan to engage a full service environmental firm to provide turnkey comprehensive services for mine permitting. Using a fast track approach with the various requirements and agencies, we believe that a mine in this area could be permitted for production in 1.5 to 3 years. The cost of mine permitting, including cost of contractors assisting with the permitting process, is estimated to be $350,000 per mine location. The mining permitting process will commence as the results of our drilling program are analyzed.

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.

Personnel

We have nine full time employees and two part-time employees. Currently we employ or have on contract four full time geologists, including President and CEO, James Briscoe, geologists David Boyer M.Sc. and Erik Murdock M.Sc. who also specialize in computer mapping, and geologist Chelsea Wood. We have contracted for services from one other full time geologist. Our wholly owned subsidiary, Redwall Drilling Inc. has contracted services from Kaufman’s Corporation to operate our drill rig. These services include one drill manager/driller, one full time driller, and three full time drill assistants. This staff level allows our drill to operate one shift per day, everyday. These permanent and contracted personnel will work approximately year round in Arizona. 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, 2008 through December 31, 2008.

RISK FACTORS

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

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

Risks related to our business

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

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

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

Our competition in the mining industry includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional financing on terms we consider acceptable because investors may choose to invest in our competitors instead of investing in us.

8

We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. Our success will be largely dependent on our ability to hire and retain highly qualified personnel. These individuals are in high demand and we may not be able to attract the personnel we need. We may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. If we are unable to successfully compete for financing or for qualified employees, our exploration program may be slowed down or suspended.

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

Exploration and exploitation activities are subject to federal, state, and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

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

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

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

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

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

Risks related to our company

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

We have a limited operating history and must be considered in the exploration stage. Our company's operations will be subject to all the risks inherent in the establishment of an exploration stage enterprise and the uncertainties arising from the absence of a significant operating history. Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises, especially those with a limited operating history. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations of rock or land and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration or cease operations. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. No assurance can be given that we will ever operate on a profitable basis.

9

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

We had cash in the amount of $1,265,187 and negative working capital of $(505,662) as of January 31, 2008. We currently do not generate revenues from our operations. Our business plan calls for substantial investment and cost in connection with the acquisition and exploration of our mineral properties currently under lease and option. Any direct acquisition of any of the claims under lease or option is subject to our ability to obtain the financing necessary for us to fund and carry out exploration programs on the subject properties. The requirements are substantial. We do not currently have any arrangements for financing in addition to the senior unsecured two year convertible promissory notes (“Unsecured Convertible Promissory Notes”), further described in Note 8 of the consolidated financial statements included in this form, and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, contractual restrictions on our ability to enter into further financing arrangements, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us and our business could fail.

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

We have not earned any revenues as of the date of this filing and have never been profitable. We do not have an interest in any revenue generating properties. We were incorporated on August 20, 2001 and took over our current business on February 5, 2004. To date we have been involved primarily in organizational activities and limited exploration activities. We will incur substantial operating and exploration expenditures without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to January 31, 2008 is $(32,118,474). We recognize that if we are unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. Based upon current plans, we also expect to incur significant operating losses in the future. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail and our investors could lose their investment.

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

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

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

Presently our Chief Financial Officer and Secretary each allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the Chief Financial Officer and/or Secretary may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited growth and success of the business.

Risks related to our common stock

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

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. Our constating documents authorize the issuance of up to 200,000,000 shares of common stock with a par value of $0.001. As of January 31, 2008, there were 43,331,405 of our common shares issued and outstanding. We anticipate that all or at least some of our future funding will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

Dilution will likely occur because of the Unsecured Convertible Promissory Notes and related common share purchase warrants that we issued on May 11, 2007. First, the entire amount of money owed under the Unsecured Convertible Promissory Notes

10

for a total of $4,150,000 plus 8% interest per year, may be converted into shares of our common stock at a price ranging from $0.45 to $0.65 per share. The conversion price was amended in February 2008 to remove the floor of $0.45 and lower the fixed conversion price to $0.50 per share. The Unsecured Convertible Promissory Notes mature on May 11, 2009. Second, the 6,769,228 common share purchase warrants that we issued to the holders of the Unsecured Convertible Promissory Notes on May 11, 2007 may be exercised at $0.75 per share until they expire on May 11, 2012. Third, the 338,461 common share purchase warrants that we issued to the broker of the Unsecured Convertible Promissory Notes as a broker fee on May 11, 2007 may be exercised at $0.75 per share until they expire on May 11, 2012. Because additional common shares will be issued as a result of some of or all of these factors, there likely will be significant dilution of investment in our company. This would cause a reduction in the proportionate ownership and voting power of all other shareholders and may result in a change in our control.

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

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

Trading in our common 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.

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

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

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

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to

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come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

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

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

Item 2.           Description of Property.

Our offices

We rent the premises for our principal office that consists of approximately 2,857 square feet of office space located at 3024 East Fort Lowell Road, Tucson, Arizona 85716. We rent these premises for $3,789 per month plus a pro rata share of taxes and maintenance. We rent a house in Fredonia, Arizona from which we operate the North Pipes Super Project. This house also has living quarters for up to 12 staff. We rent these premises for $1,800 per month. We rent warehouse storage space in Fredonia, Arizona for storage of supplies and equipment for the North Pipes Super Project. We rent these premises for $1,500 per month plus a pro rata share of utilities and maintenance.

We believe that our existing office facilities are adequate for our needs through the end of the year ended January 31, 2009. Should we require additional space at that time, or prior thereto, we believe that such space can be secured on commercially reasonable terms.

Our mineral claims

North Pipes Super Project (“NPSP”) see Figure 1:

The Company holds a 100% interest in 1,757 Federal lode mining claims strategically placed over approximately 60 square miles on the Colorado Plateau Province of Northern Arizona. The 1,793 Federal lode mining claims include approximately 300 breccia pipe targets (“Pipes”). Breccia pipes are cylindrical formations in the Earth’s crust, identified by a surface depression, and containing a high concentration of fragmented rock “breccia” cemented by uranium and other minerals. We plan to ascertain whether our North Pipes Super Project claims possess commercially viable deposits of uranium.

The Company also holds a 50% interest in 37 Federal lode mining claims covering 7 breccia pipe targets (“Elle Venture claims” see Figure 2) at the North Pipes Super Project location through the Elle Venture, a general partnership with XState Resources Limited (“XState”). XState has the right of first refusal to buy or joint venture in relation to the other pipes and claims later staked in the Elle Venture area. We plan to ascertain whether the Elle Venture claims possess commercially viable deposits of uranium.

Our Arizona claims are on U.S. Federal Lands and are administered by the Department of Interior, Bureau of Land Management (surface and mineral) land. Our claims may be kept in good standing by paying an advance annual maintenance and rental fee before noon, September the 1st, in the amount of $125 per mining claim. To keep our existing property in good standing, we must pay annual maintenance and rental fees of $232,000. The State Mineral Exploration Permits are administered by the Arizona State Land Department located in Phoenix, Arizona.

The only royalties, payments or other encumbrances on the property are those owed to the Bureau of Land Management as mentioned above. No production royalties are due on mineral production. Federal taxes will be owed on profits made from mining on the properties. A royalty of approximately 3% of net mineral production after deducting mining and processing of ore is payable on the State land parcels.

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Figure 1: North Pipes Super Project overview

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Figure 2 – Elle Venture Area of Mutual Interest

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Bonanza Hills Project (“Bonanza Hills”) see Figure 3:

The Company holds 56 mineral claims covering approximately 13.5 square miles in Southwestern Alaska approximately 13.5 miles northeast of the northern boundary of the Big Chunk claims. We plan to ascertain whether the Bonanza Hills claims possess commercially viable deposits of gold and silver. Management has decided that we will spend only the required money necessary to maintain our Bonanza Hills claims during the next year.

Big Chunk Super Project (“Big Chunk”) see Figure 3:

The Company holds a 100% interest in 707 mineral claims covering approximately 177 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage, Alaska. We plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver and zinc.

Developments On Adjacent Property And Its Effect On The Big Chunk Super Project

A major impediment to the development of mineral claims near our Big Chunk claims is sustained intervention by environmentalists. The environmentalists have raised the concern that pollution from mineral claims near ours will destroy the trout and salmon fisheries that drain into Bristol Bay. There is a possibility of the Alaska legislature passing a mine tax – specifically designed to inhibit or stop certain development in the area. This will inhibit mining everywhere in Alaska if it should become law. Liberty Star believes that even though we have some favorable geologic results to date, it is unwise to spend substantial amounts of Company money on exploration until this current issue is resolved. If mineral claims near our Big Chunk claims are denied mining permits, the strong likelihood is that even if we discovered a mineable resource, our Company would never be able to permit a mine, as we are essentially in the same place with the same perceived problems as mineral claims near our Big Chunk claims. However, if the permitting is approved we will consider moving ahead with exploration. It will be Liberty Star’s policy, evaluated continuously as has been done to date, that we will spend only the required money necessary to maintain our Big Chunk claims and await the outcome. Then, we intend to act accordingly.

Present condition of our claims

Both the Alaskan and Arizona properties are undeveloped. There are no open-pit or underground mines, nor is there any mining plant or equipment located on the properties. There is no power supply to the properties. There is not any road access to the Alaskan properties, but there is abundant road access to the Arizona properties. We have not found any mineral resources on any of our claims.

Claim status

On November 28, 2005 we filed assessment affidavits and paid the applicable fees required by Alaskan mining regulations for the Alaska claims. The rental period for Alaska State mining claims begins at noon on September 1^st through the following September 1^st and annual rental payments of $100 per quarter section and $25 per quarter-quarter section are due by November 30^th of each year. We are required to perform annual assessment work of $400 per quarter section and $100 per quarter-quarter section in order to keep the claims in good standing. We conducted a detailed aerial study of the magnetic fields of our Big Chunk claims in Alaska and associated work at a cost of $283,889 during the period January 10 through June 6, 2004. Additional studies including extensive soil sampling, Induced Polarization geophysical surveying, diamond core drilling and interpretation of the data and samples from those studies were conducted in 2005. 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 2005 and three additional years up to and including some of 2008’s obligations. We estimate that we will be required to perform $28,366 of assessment work in 2008 in order to maintain the Alaska claims in good standing. We estimate that we will be required to pay $74,650 by November 30, 2008 to maintain the Alaska claims in good standing.

In Arizona, during the months of August 2005 to September 2007 we filed with the Bureau of Land Management the Notices of Intent to Hold and Certifications of Payment of Rental and Maintenance Fee Affidavits for the 1,757 federal unpatented lode mining claims that we currently own a 100% interest in. The combined 1,757 mining claims have had all applicable fees paid, and are in good standing as of the date of this annual report on Form 10-KSB. The rental period for the federal lode mining claims begins at noon on September 1^st through the following September 1^st and rental payments are due by the first day of the rental period. The annual rental is $125 per claim. There is no requirement for annual assessment or exploration work on the federal lode mining claims. We estimate that we will be required to pay $219,625 by September 1, 2008 to maintain the federal lode mining claims in good standing.

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Figure 3: Alaska Properties – Big Chunk and Bonanza Hills- Location Map

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Liberty Star Uranium and Metals Corp. Phased Uranium Program, Arizona – Development of the North Pipes Super Project

Management’s plan for exploring and, if warranted, developing commercially exploitable resources of uranium began in the spring of 2004. The phased program began with research to determine whether the State of Arizona, an important uranium producer in the 1960s, 1970s and 1980s, still had potential for additional uranium production. The Company assembled an expert team and began an exploration program to identify potential breccia pipe targets on the Colorado Plateau Province of Northern Arizona. The Company acquired potential breccia pipe targets by staking Federal lode mining claims. Management plans to approach the exploration of the potential breccia pipe targets in a systematic approach due to the similarity of the Pipes in geology, ore mineralization, mining approach and their proximity to one another. Technical studies such as geologic mapping, geophysics and geochemistry were performed in order to prioritize the potential breccia pipe targets for drilling. The Company is currently in the drilling phase of the Uranium Program at the North Pipes Super Project. Management plans to continue the drilling program using the diamond drill rig owned by it’s wholly owned subsidiary, Redwall Drilling Inc. The next phases of the exploration program are conditional upon many risk factors, the most important of which is discovery of a mineable resource. We have not found any mineral resources in commercially exploitable quantities on any of our breccia pipe targets.

Within our Arizona claims, aside from the foreseeable displacement of wildlife resources and increased human access within the small area of exploration activities, we are not aware of any specific environmental impact that affect the mineral claims. We expect these disturbances will impact less than 10 acres per breccia pipe target.

The following table summarizes the permits required for drilling that have been obtained by the Company (additional permits will be acquired as needed):

Our Arizona properties are from 13 to 38 miles from the towns of Fredonia, Arizona or Kanab, Utah. Isolated from the rest of Arizona by the deep canyons of the Colorado River, this area is closely linked geographically, culturally and economically with southern Utah. The town of Kanab, Utah is the primary supply depot to our Arizona claims. Our

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field office for the North Pipes Super Project is located in Kanab. The town of St. George, the largest in southern Utah, lies about 150 miles by two lane paved highway west of Kanab. The area is vegetated with sage and juniper, with incised arroyos and canyons.

The only paved highways, three of them, cross the northern tier of the Arizona Strip. No paved roads extend into the interior, but over 4,400 miles of unpaved roads and truck trails criss-cross the area. Most of the development in the interior of the Arizona Strip is related to ranching operations and includes waters, fences and diverse other types of rangeland improvements. The few ranch houses (line cabins) scattered across the Strip are not permanent residences but only occasionally used by ranch hands.

The principal industries in the Arizona Strip are ranching and minerals exploration and development. Grazing of livestock has been a major use of the public lands since the 1860's and continues to be to this day. Active uranium exploration and development operations have occurred over the past three decades. Eight mines were operated on the Strip. Three were mined out and the sites rehabilitated. The other five have been shut down due to low uranium prices.

Current Exploration Underway at the North Pipes Super Project

The Liberty Star Team

The Liberty Star team is comprised of full time employees, contractors and consultants in numerous professional categories including geologic, legal and accounting professions. Our full time staff consists of 9 members, all of whom have college degrees or long time work experience in their field. Mr. Briscoe, President and CEO, is a Registered Professional Geologist in the States of California and Arizona. Mr. Boyer, NPSP Manager, is a Registered Professional Geologists in the State of Washington. We have contracted for services from one additional full-time geologist.

Part-time staff includes our CFO Jon Young, CPA and Controller Kristine Hoey, CPA. The six members of the Technical Advisory Board, widely recognized scientists in their area of specialty, are available on an as needed basis.

Our wholly owned subsidiary, Redwall Drilling Inc., has contracted services from Kaufman’s Corporation to operate our drill rig. These services include one full-time drill manager/driller, one full-time driller, and three full-time drill assistants. This staff level allows our drill to operate one shift per day, everyday.

These permanent and contracted personnel will work approximately year round in Arizona.

Elle Venture with XState Resources Ltd (“XState”)(previously OCR Limited)

In June of 2006 the Company entered into a letter agreement with XState for them to provide funding for exploration of three breccia pipe targets and a right of first refusal on seventeen additional breccia pipe targets within a twenty two square mile area of mutual interest. A non-refundable deposit was made by XState on July 17, 2006. In October 2006, the Company entered into the joint venture agreement with XState, thus, forming the Elle Venture. The entire required funding of an additional $2,900,000 was deposited to the Elle Venture account in Tucson, Arizona and the Elle Venture commenced on December 15, 2006. The deposit of this money earned XState a 50% interest in the 14 Federal lode mining claims overlying three breccia pipe targets – Hada, Elle and Hermina. In September 2007 an additional breccia pipe target consisting of 4 Federal lode mining claims was transferred to the Elle Venture.

On February 19, 2008 the Company entered into an amendment to the joint venture agreement with XState which governs the operation of the Elle Venture. The amendment defines the alternate joint venture breccia pipe targets and allows the joint venture funds to be expended on exploration of the initial three joint venture breccia pipe targets as well as the four alternate joint venture breccia pipe targets. When the sole funding amount ($2.9 million) contributed by XState is expended, XState will have the right to select a total of three of either the initial or alternate joint venture breccia pipe targets to retain a 50% interest in. The initial and alternate joint venture breccia pipe targets consist of 7 breccia pipe targets and 37 standard Federal lode mining claims.

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Exploration History

Prior History

Except as indicated with respect to our Arizona claims and otherwise as set out below, we are unaware of any previous claim ownership anywhere on the properties, nor any exploration, other then minor surface sampling. No evidence of development work has been found on the properties. No historical mineral resources or reserves are in the published literature.

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. Little geologic, geochemical or geophysical data is available, and that which is available is of a general nature and of low quality.

Our Big Chunk Super Project claims

We are unaware of any previous claim ownership anywhere on our Big Chunk claims in Alaska. No historical mineral resources or reserves are in the published literature concerning the property. Other than minor exploration that was conducted by Cominco Alaska, Anaconda and the United States Geological Survey, we are not aware of any prior exploration that was conducted on our Big Chunk claims in Alaska prior to January 10, 2004, when our aerial survey of the magnetic fields began.

Our Bonanza Hills claims

Anaconda and Cominco Alaska also conducted some minor tests on our Bonanza Hills claims in the past. The work they conducted consisted of surface sampling and a small geophysical survey. We are not aware of any other exploration that occurred there before we began our exploration there.

Our North Pipes Super Project claims

The Arizona Strip, where our North Pipes Super Project claims are located, was an active exploration district in the 1960’s, 1970’s and 1980’s with multiple producing uranium mines and huge tracts of claims held by companies including International Uranium Corp., Energy Fuels Nuclear, Pathfinder as well as others. The work accomplished by these companies included geophysics, geochemistry and drilling. Little to none of this information is available to the public, though many of the drill holes are marked and still visible. No evidence of actual development work has been found on any of our properties. No historical mineral resources or reserves are in the published literature.

Technical Studies and Drilling on the North Pipes Super Project, 2006 to Present.

Geophysics

We have completed several geophysical surveys on our North Pipes Super Project claims, as outlined below:

	1)	CSAMT/NSAMT (Controlled Source-Natural Source Audio MagnetoTellurics). Twenty-two line miles over 7 target areas were completed by our geophysical contractor Zonge Engineering and Research Organization Inc. The surveys were conducted from mid-June to mid October 2006. Several audio magneto tellurics anomalies were drill tested (see drilling below). Logging and assay results from these drill holes did not indicate the presence of an ore-bearing breccia pipe. Additional modeling of the audio magneto tellurics dataset and integrating this data with recent drill results is being considered.
	2)	NanoTEM (Fast Sampling Transient Electromagnetics). NanoTEM data was collected in select areas to permit better inversion (analysis) of CSAMT/NSAMT data at shallow levels. This geophysical technique identified a shallow resistive layer followed by a weakly conductive layer. This data correlated well with the AMT data but did not aid in the identification of additional targets.

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	3)	VTEM (Versatile Time-Domain Electromagnetics). A 200 line kilometre airborne VTEM geophysical survey was conducted by Geotech Aribrone Ltd over the Elle Venture area of mutual interest in 2006. Processing and modeling of the data was completed independently by two geophysical consulting firms - Geotech and Condor. Several anomalies were identified in the VTEM survey. Management plans to drill test these anomalies in 2008.
	4)	PEM (Pulse Electro-magnetic). Two types of PEM surveys were conducted in 2007: Downhole PEM and In- Loop PEM. These surveys were designed to test the applicability of this geophysical technique. At this time results are not conclusive. Downhole PEM may be used in the future.

Stereoscopic geologic color air photo interpretation (photo-geology)

Stereoscopic geologic interpretation of 1:24,000 (1 inch = 2,000 feet) high resolution color air photographs was contracted and completed by Edward Ulmer, a Registered Professional Geologist who worked on the Arizona Strip in the mid to late 1970s. He has specialized throughout his career in geologic photo interpretation. His work built on the work started by Dr. Karen Wenrich. This air photo interpretative work was useful in defining and rating potential target areas.

Geologic field mapping on the surface

Geological field mapping has been ongoing during 2007 and 2008. Mapping has been performed by the Company’s staff geologists as well as contracted geologists. Approximately 180 of the 300 pipe target areas have been mapped in detail 1:5,000 (1 inch = 5,000 feet). Geologic mapping has been focused on favourable areas identified by air photo interpretation, geophysics, soil geochemistry and/or field reconnaissance. Several detailed measured stratigraphic sections have also been completed. A mapping campaign is planned for the rest of 2008 to finish un-mapped target areas.

Geochemical sampling

A comprehensive soil geochemical survey was completed in 2007. Approximately 14,000 soil samples were collected. Samples were collected by employees and contractors. Strict chain of custody procedures were followed and quality assurance/quality control (QA/QC) samples were inserted regularly into the sample stream. The samples were assayed for 63 elements. Assay analyses were conducted by a Certified Assay Lab, Acme Analytical Laboratories of Vancouver, British Columbia, Canada. A geochemical Summit Meeting was held in Tucson with Technical Advisory Board members and Company geologists on January 23^rd, 24^th and 25^th of 2008. Geochemical analyses developed by members of the Company and the technical board over the past 15 years were the basis for a rigorous and methodical interpretation of the complex geochemical data. Several geochemical signatures over known and suspected mineralized breccia pipe targets (held by others) were identified. These signatures were then compared to signatures in the Company’s target areas. Numerous target areas display favourable signatures. Management plans to continue exploration activities on these breccia pipe targets in 2008.

Drilling

The following table summarizes completed drilling to date on the North Pipes Super Project:

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Rotary drilling was contracted by Boyart Longyear. Diamond core drilling was completed by Redwall Drilling Inc., a wholly owned subsidiary of Liberty Star. A total of 16,226 feet of drilling has been completed as of March 31, 2008. An aggressive drilling program consisting of shallow and deep drilling is planned throughout 2008.

Item 3.           Legal Proceedings.

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

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

None.

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 when our corporate name was Titanium Intelligence Inc. On February 3, 2004, we merged with our subsidiary and changed our name to Liberty Star Gold Corp. and traded under the symbol "LBTS.OB". On April 16, 2007 we again changed our name to Liberty Star Uranium & Metals Corp. and our stock changed its trading symbol to “LBSU.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 bid prices for our common stock on the OTC Bulletin Board:

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(1)

These bid prices were taken from OTC Bulletin Board quarterly trade and quote summary report. 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.

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 January 31, 2008, the shareholders' list for our common stock showed 68 registered stockholders and 43,331,405 shares issued and outstanding. The closing sale price for our common stock on April 23, 2008, as reported on the OTC Bulletin Board, was $0.25.

Recent Sales of Unregistered Securities

On March 8, 2006, we issued 256,637 shares of common stock to Cornell Capital Partners, L.P. as a one time commitment fee under the Standby Equity Distribution Agreement. The units were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.

On March 8, 2006, we issued 8,850 shares of common stock to Newbridge Securities Corporation as a placement agent fee under the Standby Equity Distribution Agreement with Cornell Capital Partners, L.P. The units were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.

During the year ended January 31, 2007, the Company issued 3,696,895 shares to Cornell Capital Partners pursuant to the SEDA in exchange for proceeds of $2,245,995, net of fees of $126,105. The units were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.

During the year ended January 31, 2008, the Company issued 1,718,799 shares to Cornell Capital Partners pursuant to the SEDA in exchange for proceeds of $1,074,417, net of fees of $56,500. The units were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.

On January 17, 2007 the Company issued 150,000 shares to Equititrend Advisors LLC upon the execution of an agreement to perform public and investor relations services as an independent contractor. The contract with Equititrend Advisors LLC was terminated on July 27, 2007. The shares were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act.

On May 2, 2007 the Company issued 50,000 shares to Equititrend Advisors LLC for the performance of public and investor relations services as an independent contractor. The contract with Equititrend Advisors LLC was terminated on July 27, 2007. The shares were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act.

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The Company issued 40,000 common shares to Friedland Investment Events LLC on August 27, 2007 pursuant to the public relations agreement the Company entered into in June 2007. The shares were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act.

The Company issued 12,000 shares of restricted stock on August 27, 2007 to LDV Corporation (“LDV”) to arrange and conduct a meeting with brokers and/or accredited investors to increase investor awareness of the Company. The shares were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act.

The Company issued 10,000 common shares to SCIA National Small Cap Syndicate’s designated agent Cherry Kau on August 27, 2007 pursuant to the agreement with SCIA for attendance as a presenter at a capital conference hosted by SCIA. The shares were issued to an accredited investor pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act.

Unsecured Convertible Promissory Notes

On May 11, 2007, the Company issued senior unsecured convertible two year promissory notes (“Unsecured Convertible Promissory Notes”) for gross proceeds of $4,400,000 in a private placement of its securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933. The net proceeds received after placement agent fee, due diligence fee and legal fees was $4,010,238.

On May 11, 2007 the Company also issued 338,461 whole share purchase warrants to Hunter Wise Securities as a broker fee for the sale of the Unsecured Convertible Promissory Notes. The warrants have an exercise price of $0.75 and a life of 5 years. The exercise price may be adjusted if the Company issues other shares, warrants or stock options before the expiration of the warrants at a price less than $0.45 per share.

On May 11, 2007 the Company also issued 6,769,228 whole share purchase warrants to the holders of the Unsecured Convertible Promissory Notes. The warrants have an exercise price of $0.75 and a life of 5 years. The exercise price may be adjusted if the Company issues other shares, warrants or stock options before the expiration of the warrants at a price less than $0.45 per share.

The Unsecured Convertible Promissory Notes bear interest at 8%. Repayment of the Unsecured Convertible Promissory Notes begins in February 2008 with sixteen monthly principal payments of $275,000 plus accrued unpaid interest. Following the occurrence of an event of default that is not cured within 20 days, the Unsecured Convertible Promissory Notes will bear an interest rate of 15% per annum beginning from the date of such occurrence through the maturity date. The Company may elect to make repayments in cash or by the issuance of common stock of the Company. The stock will be issued at the lesser of the fixed conversion price of $0.65 per share or 85% of the volume weighted average price for 10 days preceding the repayment date, but not less than $0.45 per share. Stock payment cannot be made if the amount of shares to be issued would exceed 33% of the aggregate daily trading volume for 7 trading days preceding the repayment date, unless waived by the holders of the Unsecured Convertible Promissory Notes. Stock payment cannot be made if the holders of the Unsecured Convertible Promissory Notes own more than 4.99% of the then outstanding common stock of the Company.

In February 2008, the Company entered into a modification agreement with the holders of the Unsecured Convertible Promissory Notes. The modification agreement is effective from February 2008 through April 2008. The fixed conversion price was reduced from $0.65 to $0.50. The calculation of the maximum allowable shares to be issued for the February, March and April monthly payments was increased to 200% of the aggregate daily trading volume for the 15 trading days preceding the Repayment Date multiplied by the VWAP for the 7 trading days preceding the repayment date. If the monthly payment amount cannot be paid in full with the maximum allowable shares then an excess amount results. The note holders may elect to receive cash, additional stock, or defer the excess amount. For deferred excess amounts, the conversion price shall be the lowest conversion price that could be calculated for any repayment date until such deferred amount is actually paid. As incentive for the note holders to enter into the Modification Agreement the Company subscribed 30,000 shares of common stock allocated pro-rata to the note holders who executed the modification agreement. These shares have not been issued yet.

In the event that a delay in delivery of conversion shares occurs, as defined in the subscription agreement and Unsecured Convertible Promissory Note, the Company agrees to pay liquidated damages of $100 per business day for each $10,000 of purchase price of shares subject to the delivery default. In the event that the Company fails to deliver

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shares issuable under the Unsecured Convertible Promissory Notes within 7 business dates of the Delivery Date and the selling security holder purchases shares of common stock of the Company in an open market, then the Company shall pay in cash to the selling security holder the amount by which the selling security holders’ total purchase price including brokers commissions exceeds the aggregate purchase price of the shares issuable together with interest at 15% per annum.

The Company was required to file and have declared effective a registration statement with the SEC within 140 days of the sale of the Unsecured Convertible Promissory Notes. The Company filed the registration statement and it was declared effective on September 28, 2007. The Company is required to maintain the effectiveness of the registration statement for up to two years, or until all shares have been traded by the holders of the Unsecured Convertible Promissory Notes.

During the year ended January 31, 2008 one note holder converted $250,000 of the principal balance of their Unsecured Convertible Promissory Note and $9,699 of unpaid accrued interest at a conversion price of $0.65 per share pursuant to the original terms of the notes. The Company issued 399,537 shares of common stock related to these conversions.

The Company issued 2,621,725 shares of common stock and $403,971 of cash for the February, March and April monthly payments on the Unsecured Convertible Promissory Notes. Currently, the note holders have a balance of $51,394 of monthly payment amounts that have been deferred. If the note holders were to demand payment of this amount the Company would be obligated to issue 226,175 additional shares of common stock.

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

Equity Compensation Plan Information

As of January 31, 2008 we had one compensation plan in place, entitled "2004 Stock Option Plan." This plan has not been approved by our security holders.

On April 6, 2006, we granted to our employees, consultants, officers and directors stock options to purchase an aggregate of 1,594,000 common shares exercisable at the price of $1.11 per share for a term of ten years. The grant of stock options was made under the terms of our 2004 Stock Option Plan.

On December 8, 2006, we granted to our employees, consultants, officers and directors stock options to purchase an aggregate of 1,590,000 common shares exercisable at the price of $0.72 per share for a term of ten years. The grant of stock options was made under the terms of our 2004 Stock Option Plan.

On May 24, 2007, the Company granted 10,000 incentive stock options to an employee in accordance with the 2004 Stock Option Plan. The options have an exercise price of $1.11 per share and a term of 8.875 years. The options vest 50% on the grant date, 25% on October 6, 2007 and 25% on April 6, 2008.

On August 15, 2007, the Company granted 250,000 non-qualified stock options pursuant to the 2004 Stock Option Plan to an investor relations consultant in exchange for future services. The Options have an exercise price of $0.45 per share and a term of 3 years. The options vest 25% every three month anniversary of the grant date.

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

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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" included in this annual report.

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.

Overview

We are an exploration stage company engaged in the acquisition and exploration of mineral properties in the States of Arizona and Alaska. Claims in the State of Alaska are held in the name of our wholly-owned subsidiary, Big Chunk Corp. Claims in the State of Arizona are held in the name of Liberty Star. The Company uses the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. The Company’s significant projects are described below.

North Pipes Super Project (“NPSP”):

The Company holds a 100% interest in 1,757 Federal lode mining claims covering approximately 60 square miles on the Colorado Plateau Province of Northern Arizona. The 1,793 Federal lode mining claims include approximately 300 breccia pipe targets (“Pipes”). Breccia pipes are cylindrical formations in the Earth’s crust, identified by a surface depression, and containing a high concentration of fragmented rock “breccia” cemented by uranium and other minerals. We plan to ascertain whether the North Pipes Super Project claims possess commercially viable deposits of uranium.

The Company also holds a 50% interest in 37 Federal lode mining claims covering 7 breccia pipe targets (“Elle Venture claims”) at the North Pipes Super Project location through the Elle Venture, a general partnership with XState Resources Limited (“XState”). XState has the right of first refusal to buy or joint venture in relation to the other pipes and claims later staked in the Elle Venture area. We plan to ascertain whether the Elle Venture claims possess commercially viable deposits of uranium.

The Company completed ground electrical geophysics surveys covering 22 line miles on the NPSP claims. We have collected approximately 13,500 soil samples consisting of 1 kilogram of soil taken about 6 centimeters below the surface and approximately 200 rock samples for geochemical testing. We performed detailed geologic, mineralization, alteration and leached-cap mapping using scintillometer and/or gamma ray spectrometer devices which detect radioactivity. We analyzed the data received from the geochemical sampling program and surface geologic mapping as well as using all technical data that we have to prioritize our breccia pipe targets. We fully permitted nine breccia pipe targets for drilling. We are currently performing diamond drilling exploration at the NPSP on claims we own 100% and claims we own 50% in the Elle Venture. We have drilled on 8 of the 9 breccia pipe targets to date. Details of our drilling program can be found in Item 2: Description of Property.

Big Chunk Super Project (“Big Chunk”):

The Company holds a 100% interest in 707 mineral claims covering approximately 177 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage, Alaska. We plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver and zinc.

To date, we have completed a detailed study, by airplane, of the magnetic fields found on our Big Chunk claims. One hundred eleven miles of induced polarization surveys have been completed over portions of our Big Chunk claims. We have also drilled 31 drill holes to an average depth of about 400 feet for a total of 12,277 feet of drilling on our Big Chunk claims.

Bonanza Hills Project (“Bonanza Hills”):

The Company holds 56 mineral claims covering approximately 13.5 square miles in Southwestern Alaska approximately 13.5 miles northeast of the northern boundary of the Big Chunk claims. We plan to ascertain whether the Bonanza Hills claims possess commercially viable deposits of gold and silver. At present, only a small part of our Bonanza Hills claims have been sampled.

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Our board of directors decided that we will perform only the minimum amount of exploration activity required to maintain our current Alaska claims in good standing as a result of difficulties that other companies in the Iliamna region have experienced trying to apply for drill permitting, mine permitting and obtaining approved road plans to build an access road to their potential mine site. The difficulties are likely connected to efforts by lobbying organizations that insist that mining operations in the region would pollute rivers and trout and salmon fisheries draining into Bristol Bay lying to the west and disturb a large amount of forest land. It is our management’s estimate that it will take several years before these environmental issues are resolved. Management believes that, in the mean time, our limited resources are better spent on exploration at the North Pipes Super Project.

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.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

Cash Requirements

Over the next twelve months we intend to pay annual rentals on our Big Chunk and Bonanza Hills claims and performing only the minimal exploration work necessary to maintain these claims in good standing. Over the next twelve months we intend to continue our exploration and diamond drilling program at the North Pipes Super Project to identify mineralized breccia pipes. We also plan to perform the diamond drilling program on two of our 100% owned breccia pipe targets. We intend to drill several holes per breccia pipe target and analyze the data received on each of our prioritized targets. The diamond drilling program is expected to be performed on the Elle Venture claims utilizing approx $1.4 million of funds already contributed by the joint venture partner, XState Resources. We intend to drill those breccia pipe targets that we identify as having ore grade potential to bankable feasibility stage in one operation. This will be done using directional NQ size diamond drilling from a central parent hole, drilled to a depth of about 2,000 feet. Directional holes will be drilled at 100 foot intervals. We will begin environmental permitting for mining operations as the directional hole drilling commences. We anticipate that we will incur expenses over the next twelve months for geological, geophysical, and geochemical studies and interpretation of that data.

Our anticipated cash requirement over the next twelve months is approximately $4,725,000. We will require additional funds to implement our diamond drilling program and other 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. The Unsecured Convertible Promissory Notes entered into in May 2007 contained restrictions on raising new capital from the sale of registered stock to other investors. We are also limited to raising up to $7,000,000 in private placement funds during the 2 year term of the Unsecured Convertible Promissory Notes. These restrictions may make it difficult for us to raise the cash required to proceed with our planned exploration activities. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Our net cash provided by financing activities during the year ended January 31, 2008 was $4,968,340. We raised capital through the sale of stock to Cornell Capital Partners in the first quarter pursuant to the Standby Equity Distribution Agreement. We raised capital in the second quarter through the sale of Senior Unsecured Convertible Promissory Notes.

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

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The results that we expect to be able to accomplish with our current budgeted expenditures of approximately $4,725,000 will be limited. We will need additional funding to determine whether we have a commercially viable mineral resource.

There is no assurance that we will be able to raise additional funds in the amounts and at the times we will require them. Please refer to the section of this quarterly report entitled "Risk Factors" 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, 2008, 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 the purchase of equipment for our present operations or for our projected operations over the next 12 months. Nor do we anticipate that we will sell any equipment over the next 12 months.

Personnel

We have nine full time employees and two part-time employees. Currently we employ or have on contract four full time geologists, including President and CEO, James Briscoe, geologists David Boyer M.Sc. and Erik Murdock M.Sc. who also specialize in computer mapping, and geologist Chelsea Wood. We have contracted for services from one other full time geologist. Our wholly owned subsidiary, Redwall Drilling Inc. has contracted services from Kaufman’s Corporation to operate our drill rig. These services include one drill manager/driller, one full time driller, and three full time drill assistants. This staff level allows our drill to operate one shift per day, everyday. These permanent and contracted personnel will work approximately year round in Arizona. 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, 2008 through December 31, 2008.

Currently our drill rig is contracted to operate one day shift per day, everyday. The Company would like to contract for a second shift per day, everyday.

Results of Operations for the year ended January 31, 2008

As of January 31, 2008, we had $2,238,746 in current liabilities compared to $146,340 at January 31, 2007. The increase in current liabilities is due to the new debt acquired for equipment purchases and the sale of Unsecured Convertible Promissory Note. In February 2008, the Company begins making repayments on the Unsecured Convertible Promissory Notes. The Company plans to elect to make repayments in stock, however, due to volume

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limitations it is possible that the Company will not be able to convert all of the principal outstanding into shares of common stock and the Company may be required to pay that difference in cash to the note holders at their election.

We had a net loss of ($5,697,935) for the twelve month period ended January 31, 2008 compared to a net loss of ($3,267,948) for the twelve-month period ended January 31, 2007. The increase in net loss this year is due to the increase in geological and geophysical exploration costs as a result of the geochemical sampling and diamond drilling that were performed at the North Pipes Super Project this year. The increase in net loss is also due to the increase in interest expense as a result of the interest accrued and the amortization of discounts and deferred financing costs on the sale of the Unsecured Convertible Promissory Notes.

Liquidity and Capital Resources

We had cash and cash equ