1

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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended October 31, 2007

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

For the transition period from __________ to __________

Commission file number 000-50071

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

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

3024 E. Fort Lowell Road, Tucson, Arizona 85716
(Address of principal executive offices)

520.731.8786
(Issuer's telephone number)

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

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 [   ]

The number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
43,331,405 common shares issued and outstanding as of December 12, 2007

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

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


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TABLE OF CONTENTS

PART I   Page
     
Item 1. Condensed Consolidated Financial Statements   3
Item 2. Management's Discussion and Analysis or Plan of Operation   25
Item 3. Controls and Procedures   37
     
PART II    
     
Item 1. Legal Proceedings   37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   37
Item 3. Defaults Upon Senior Securities   39
Item 4. Submission of Matters to a Vote of Security Holders   39
Item 5. Other Information   39
Item 6. Exhibits and Reports on Form 8-K   39
Signatures   42

FORWARD-LOOKING STATEMENTS

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

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


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PART I - FINANCIAL INFORMATION

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS

             
    October 31, 2007     January 31, 2007  
    (Unaudited)     (Audited)  
ASSETS             
             
Current:            
             
   Cash and cash equivalents $  2,728,161   $  676,309  
   Prepaid expenses   40,340     16,591  
   Inventory   92,131     -  
   Other current assets   -     14,105  
   Due from related parties   -     37,513  
   Deposits   5,207     5,707  
        Total current assets   2,865,839     750,225  
             
Property and equipment, net   1,132,030     346,521  
Certificates of deposit   258,500     3,000  
Deposits   10,000     -  
Deferred financing charges, net   350,072     -  
Investment in Elle Venture   -     -  
             
Total assets $  4,616,441   $  1,099,746  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY             
             
Current:            
   Current portion of long-term debt $  109,723   $  8,143  
   Current portion of capital lease obligation   8,247     26,882  
   Current portion of convertible promissory notes, net of            
         discounts   867,744     -  
   Accounts payable and accrued liabilities   426,146     111,315  
   Accrued interest   157,424     -  
Total current liabilities   1,569,284     146,340  
             
Long-term debt, net of current portion   374,364     47,742  
Convertible promissory notes, net of current portion and discounts   1,048,426     -  
Capital lease obligation, net of current portion   -     2,783  
             
Total liabilities   2,992,074     196,865  
             
Stockholders’ equity            
   Common stock - $.001 par value; 200,000,000 shares            
           authorized; 43,013,918 and 41,101,069 issued and            
           outstanding   43,014     41,101  
   Additional paid-in capital   20,781,148     16,082,319  
   Deficit accumulated during the exploration stage   (19,199,795 )   (15,220,539 )
       Total stockholders’ equity   1,624,367     902,881  
             
Total liabilities and stockholders’ equity $  4,616,441   $  1,099,746  

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


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LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                            Cumulative from  
                            date of inception  
    For the three     For the three     For the nine     For the nine     (August 20,  
    months ended     months ended     months ended     months ended     2001)
    October 31,     October 31,     October 31,     October 31,     to  
    2007     2006     2007     2006     October 31, 2007  
Revenues $  -   $  -   $  -   $  -   $  -  
                               
Expenses:                              
   Geological and geophysical                              
       costs   870,606     256,966     1,819,677     1,522,372     9,233,279  
   Salaries and benefits   140,554     119,251     401,080     307,624     1,261,602  
   Accounting and auditing   47,787     29,646     140,065     171,679     641,157  
   Public relations   71,987     3,333     172,356     25,114     564,250  
   Depreciation   33,412     14,688     91,688     41,509     194,423  
   Legal   31,254     37,100     112,821     104,747     451,044  
   Professional services   -     -     -     -     143,992  
   General and administrative   88,174     101,240     257,879     266,259     1,100,698  
   Travel   11,735     3,919     19,486     27,389     132,565  
   Impairment loss   -     -     -     -     15,907,500  
Net operating expenses   1,295,509     566,143     3,015,052     2,466,693     29,630,510  
                               
Loss from operations   (1,295,509 )   (566,143 )   (3,015,052 )   (2,466,693 )   (29,630,510 )
                               
Other income (expense):                              
   Interest income   30,751     3,877     74,626     10,517     164,104  
   Interest expense   (575,603 )   -     (1,038,830 )   -     (1,040,854 )
   Loss on sale of assets   -     -     -     -     (406 )
   Other income   -     100,000     -     100,000     100,000  
   Income from Elle Venture   -     -     -     -     -  
   Foreign exchange gain   -     -     -     -     505  
   Gain on settlement of debt to                              
         related party   -     -     -     -     7,366  
Total other income (expense)   (544,852 )   103,877     (964,204 )   110,517     (769,285 )
                               
Loss before income taxes   (1,840,361 )   (462,266 )   (3,979,256 )   (2,356,176 )   (30,399,795 )
                               
Income tax expense   -     -     -     -     -  
                               
Net loss $  (1,840,361 ) $  (462,266 ) $  (3,979,256 ) $  (2,356,176 ) $  (30,399,795 )
                               
Basic and diluted net loss per                              
   share of common stock $  (0.04 ) $  (0.01 ) $  (0.09 ) $  (0.06 ) $  (0.97 )
                               
Basic and diluted weighted                              
   average number of shares of                              
   common stock outstanding   42,915,456     38,995,227     42,562,004     37,850,176     31,254,325  

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


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LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)

                    Deficit        
                    accumulated     Total  
              Additional     during the     stockholders’  
  Common stock     paid-in     exploration     equity  
  Shares     Amount     capital     stage     (deficit)  
Balance, August 20, 2001 (Date of inception) -   $  -   $  -   $  -   $  -  
   Common stock issued for cash 20,000,000     20,000     80,000     -     100,000  
   Net loss for the period from inception, August 20, 2001, to                            
          January 31, 2004 -     -     -     (132,602 )   (132,602 )
Balance, January 31, 2004 20,000,000     20,000     80,000     (132,602 )   (32,602 )
   Acquisition, February 3, 2004 17,500,000     17,500     15,907,500     -     15,925,000  
   Issuance of common stock private placement 1,000,000     1,000     999,000     -     1,000,000  
   Issuance of common stock and warrants private placement 1,600,000     1,600     1,998,400     -     2,000,000  
   Options issued for services -     -     94,350     -     94,350  
   Return of shares (7,000,000 )   (7,000 )   (11,193,000 )   11,200,000     -  
   Net loss for the year ended January 31, 2005 -     -     -     (18,392,024 )   (18,392,024 )
Balance, January 31, 2005 33,100,000     33,100     7,886,250     (7,324,626 )   594,724  
   Issuance of common stock and warrants private placement 3,886,717     3,887     5,048,845     -     5,052,732  
   Issuance of common stock and warrants private placement 1,970     2     (2 )   -     -  
   Net loss for the year ended January 31, 2006 -     -     -     (4,627,965 )   (4,627,965 )
Balance, January 31, 2006 36,988,687     36,989     12,935,093     (11,952,591 )   1,019,491  
   Issuance of common stock private placement 256,637     256     289,744     -     290,000  
   Issuance of common stock private placement 8,850     9     9,991     -     10,000  
   Issuance of common stock 3,696,895     3,697     2,242,298           2,245,995  
   Issuance of common stock for services 150,000     150     92,850           93,000  
   Expenses of common stock issuance -     -     (320,000 )   -     (320,000 )
   Options granted to consultants -     -     610,560     -     610,560  
   Options granted to employees -     -     221,783     -     221,783  
   Net loss for the year ended January 31 2007 -     -     -     (3,267,948 )   (3,267,948 )
Balance, January 31, 2007 41,101,069     41,101     16,082,319     (15,220,539 )   902,881  
   Issuance of common stock 1,718,799     1,719     1,072,698     -     1,074,417  
   Issuance of common stock for services 112,000     112     54,428     -     54,540  
   Issuance of common stock in conversion of promissory note 82,050     82     53,251     -     53,333  
   Options granted to employees and consultants -     -     254,180     -     254,180  
   Issuance of common stock purchase warrants -     -     1,421,538     -     1,421,538  
   Beneficial conversion feature of convertible promissory notes -     -     1,842,734     -     1,842,734  
   Net loss for the nine month period ended October 31, 2007 -     -     -     (3,979,256 )   (3,979,256 )
Balance, October 31, 2007 43,013,918   $  43,014   $  20,781,148   $  (19,199,795 ) $  1,624,367  

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


6

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                Cumulative from date  
                of inception  
    For the nine     For the nine     (August 20, 2001)
    months ended     months ended     to  
    October 31, 2007     October 31, 2006     October 31, 2007  
Net change in cash and cash equivalents                  
Cash flows from operating activities:                  
   Net loss $  (3,979,256 ) $  (2,356,176 ) $  (30,399,795 )
   Adjustments to reconcile net loss to net cash from operating                  
       activities:                  
       Depreciation   91,688     41,509     195,433  
       Amortization of deferred financing charges   108,457     -     108,457  
       Amortization of discount on convertible promissory notes   757,750     -     757,750  
       Mineral claim costs   -     -     343,085  
       Impairment loss   -     -     15,907,500  
       Gain on sale of fixed asset   -     -     406  
       Share based compensation   254,180     663,573     1,086,524  
       Share based payments   62,873     -     155,873  
       Changes in assets and liabilities:                  
             Prepaid expenses   (23,749 )   (35,006 )   47,510  
             Other current assets   6,230     -     (7,875 )
             Inventory   (92,131 )   -     (92,131 )
             Deposits   (9,500 )   1,261     (15,207 )
             Certificates of deposit – performance bonds   (53,000 )   -     (56,000 )
             Accounts payable and accrued expenses   314,831     (29,399 )   420,131  
             Accrued interest   157,424     -     157,424  
Net cash used in operating activities   (2,404,203 )   (1,714,238 )   (11,390,915 )
                   
Cash flows from investing activities:                  
   Proceeds from the sale of fixed asset   -     -     8,005  
   Purchase of certificate of deposit   (202,500 )   -     (202,500 )
   Purchase of equipment   (631,322 )   (41,676 )   (992,148 )
Net cash used in investing activities   (833,822 )   (41,676 )   (1,186,643 )
                   
Cash flows from financing activities:                  
   Principal activity on long-term debt   (9,798 )   (1,756 )   (12,466 )
   Principal activity on capital lease obligation   (21,418 )   -     (31,051 )
   Net (advances) repayments from related parties   37,513     -     -  
   Proceeds from the issuance of common stock   1,074,417     1,584,420     11,140,073  
   Proceeds from the sale of convertible promissory notes   4,010,238     -     4,010,238  
   Proceeds from long-term debt   198,925           198,925  
   Expenses of deferred common stock issuance   -     (20,000 )   -  
Net cash provided by financing activities   5,289,877     1,562,664     15,305,719  
                   
Net increase (decrease) in cash and cash equivalents for period   2,051,852     (193,250 )   2,728,161  
                   
Cash and cash equivalents, beginning of period   676,309     933,102     -  
                   
Cash and cash equivalents, end of period $  2,728,161   $  739,852   $  2,728,161  
                   
Interest paid during the period $  6,884   $  1,068   $  8,909  

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


7

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 – Organization

Liberty Star Uranium & Metals Corp. (the “Company” or “We”) was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001 under the laws of the State of Nevada. On February 5, 2004 we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) is our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Redwall Drilling Inc. (“Redwall”) is our wholly owned subsidiary and was incorporated on August 31, 2007 in the State of Arizona. Redwall is a drilling contractor. At October 31, 2007 Redwall was in the start-up phase and had not begun operations. 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.

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

These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The operations of the Company have primarily been funded by the issuance of common stock and debt. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings or loans. Such financings or loans may not be available, may not be available on reasonable terms, or the Company may be prevented from obtaining further financings because of restrictions that apply to it pursuant to the Unsecured Convertible Promissory Notes discussed in Note 8.

NOTE 2 – Interim financial statement disclosure

The condensed consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-KSB for the year ended January 31, 2007 as filed with the SEC under the Securities and Exchange Act of 1934. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at October 31, 2007 and the results of our operations and cash flows for the periods presented.

Interim results are subject to significant seasonal variations and the results of operations for the three and nine months ended October 31, 2007 are not necessarily indicative of the results to be expected for the full year.


8

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 3 - Summary of significant accounting policies

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

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.

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

Principles of consolidation

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

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. At October 31, 2007 and January 31, 2007, the amount of cash in bank deposit accounts that exceeded federally insured limits was approximately $2,550,000 and $681,000, respectively.

Mineral claim costs

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

Investment in Elle Venture

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

Property and equipment

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


9

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 3 - Summary of significant accounting policies - continued

Property and equipment - continued

The estimated useful lives range from 2 to 7 years. At October 31, 2007 and January 31, 2007 accumulated depreciation was $191,998 and $100,310, respectively.

Deferred finance charges

The Company capitalizes costs incurred to issue new debt as deferred finance charges. Amortization is calculated using the straight line method over the life of the related debt instrument and is included in interest expense. At October 31, 2007 and January 31, 2007 the Company has capitalized deferred finance charges of $453,851 and $0, respectively and accumulated amortization of debt issuance costs was $103,779 and $0, respectively.

Discount on convertible promissory notes

Discounts on convertible promissory notes include the fair value of detachable common stock purchase warrants issued with convertible promissory notes and the intrinsic value of the embedded beneficial conversion feature of the convertible promissory notes. These amounts are being amortized to interest expense using the effective interest method over the term of the convertible promissory notes. At October 31, 2007 and January 31, 2007 the Company has recorded discounts on convertible promissory notes of $3,163,888 and $0, respectively and accumulated amortization of discounts on convertible promissory notes was $725,058 and $0, respectively.

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

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

Accounting for lease obligations

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

Convertible promissory notes

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

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 at October 31, 2007 and January 31, 2007.


10

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 3 - Summary of significant accounting policies – continued

Stock-based compensation

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

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

Income taxes

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

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 forward stock split which resulted in 20,000,000 common shares outstanding. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. At October 31, 2007 and January 31, 2007, there were 12,345,047 and 5,684,342 potentially dilutive instruments outstanding, respectively, that were not included in the determination of diluted loss per share as their effect was anti-dilutive.

Recently issued accounting standards

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest should be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly as equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary should be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying


11

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 3 - Summary of significant accounting policies – continued

Recently issued accounting standards - continued

amount of that retained investment. Entities should provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. This statement shall be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, except for the presentation and disclosure requirement which shall be applied retrospectively for all periods presented. The Company does not believe that the adoption of SFAS No. 160 will have a material effect on its results of operations or financial position.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 Revised “Business Combinations”. This statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. This statement improves the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This statement defines the acquirer as the entity that obtains control of one or more business in the business combination and establishes the acquisition date as the date the acquirer achieves control. This statement establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This statement also established principles and requirements for recognizing and measuring the goodwill acquired in the business combination or a gain from a bargain purchase. This statement determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early application is not permitted. The Company does not believe that the adoption of SFAS No. 141 Revised will have a material effect on its results of operations or financial position.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. A not-for-profit organization shall report unrealized gains and losses in its statement of activities or similar statement. The fair value measurement may be applied instrument by instrument and is irrevocable. Financial assets and liabilities are eligible for the fair value measurement option established by this statement except: financial assets and liabilities recognized under leases as defined in FASB Statement No. 13; deposit liabilities, withdrawable on demand, of banks, savings and loan associations, credit unions, and other similar depository institutions; financial instruments that are, in whole or in part, classified by the issuer as a component of shareholder’s equity; investments that are required to be consolidated; employers’ and plans’ obligations, postemployment benefits, employee stock options and stock purchase plans, and other forms of deferred compensation. This statement also permits fair value measurement for firm commitments that would otherwise not be recognized at inception and that involve only financial instruments, nonfinancial insurance contract and warranties that the insurer can settle by paying a third party to provide those goods or services, and host financial instruments resulting from separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument. This statement is effective as of the beginning of the entity’s first fiscal year that begins after November 15, 2007. Earlier application is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007. The Company does not believe that the adoption of SFAS No. 159 will have a material effect on its results of operations or financial position.

NOTE 4 – Mineral claims

On October 31, 2007 the Company held a 100% interest in 707 Alaska State mining claims spanning approximately 177 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 200 miles southwest of the city of Anchorage, Alaska (the “Big Chunk Claims”). On October 31, 2007 the Company held a 100% interest in 56 Alaska State mining claims spanning approximately 13.5 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet approximately 60 miles north of Lake Iliamna (the “Bonanza Hills Claims”).


12

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 4 – Mineral claims - continued

On October 31, 2007 the Company also held a 100% interest in 1,653 standard Federal lode mining claims spanning approximately 60 square miles on the Colorado Plateau Province of Northern Arizona (the “North Pipes Claims”).

Title to mineral claims involves certain inherent risks due to difficulties of determining the validity of certain claims as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated titles to all its mineral properties and, to the best of its knowledge; titles to all properties are in good standing as of October 31, 2007.

On October 31, 2007 the Company had staked but not yet perfected title to 140 potential standard Federal lode mining claims spanning approximately 5 square miles on the Colorado Plateau Province of Northern Arizona (“claims in progress”). The Company has 90 days from staking to make the first year’s rental payment and filing fees of approximately $170 per claim, $23,800 for all 140 claims, and complete the filing of the claims in progress with the U.S. Bureau of Land Management. If the claims in progress are not perfected within 90 days the Company may re-stake the claims otherwise title reverts back to the federal government.

NOTE 5 – Investment in Elle Venture

The Company holds a 50% interest in Elle Venture, a general partnership with Xstate Resources Limited (“Xstate”) that was formed to explore and, if warranted, develop certain US Federal lode mining claims within the 22 mile joint venture area. At October 31, 2007 the Elle Venture held a 100% interest in 18 standard Federal lode mining claims located on the Colorado Plateau Province of Northern Arizona (“Elle Venture Claims”). The Elle Venture commenced on December 15, 2006 and Xstate earned a 50% interest in the joint venture when Xstate deposited $2,900,000 into the joint venture bank account. 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. After the initial $2,900,000 is expended, each party agrees to contribute to the Elle Venture expenditures in proportion to their joint venture interests until the exploration operations are completed. If a partner is unable to make a proportional contribution then that party’s interest will be diluted.

At October 31, 2007 the Company made no capital contributions to the Elle Venture and was not at risk for any of the Elle Venture losses. The investment in Elle Venture at October 31, 2007 is $0. The Elle Venture recognized no revenues from inception through October 31, 2007.

Summary financial information of Elle Venture at:

    October 31, 2007     January 31, 2007  
Current assets $  2,057,134   $  2,768,292  
Other assets   102,858     50,000  
Total assets $  2,159,992   $  2,818,292  
Current liabilities $  -   $  46,192  
Total liabilities   -     46,192  
Partners’ capital   2,159,992     2,772,100  
Total liabilities and partners’ capital $  2,159,992   $  2,818,292  
Net loss from inception (December 15,            
       2006) to the period ended $  (740,008 ) $  (127,899 )


13

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 6 – Long-term debt

Note payable to Chase Bank payable in monthly installments of $471 including interest at a fixed rate of 10% through maturity in April 2011, secured by a lien on a vehicle. Principal balance at October 31, 2007 and January 31, 2007 is $16,531 and $19,407, respectively. Carrying amount of vehicle that serves as collateral is $15,085 and $18,396 at October 31, 2007 and January 31, 2007, respectively.

Note payable to Chase Bank payable in monthly installments of $658 including interest at a fixed rate of 8.9% through maturity in February 2013, secured by a lien on a vehicle. Principal balance at October 31, 2007 and January 31, 2007 is $33,046 and $36,478, respectively. Carrying amount of vehicle that serves as collateral is $32,898 and $38,820 at October 31, 2007 and January 31, 2007, respectively.

Note payable to Chase Bank payable in monthly installments of $644 including interest at a fixed rate of 8.9% through maturity in February 2012, secured by a lien on a vehicle. Principal balance at October 31, 2007 and January 31, 2007 is $27,708 and $0, respectively. Carrying amount of vehicle that serves as collateral is $27,178 and $0 at October 31, 2007 and January 31, 2007, respectively.

Note payable to Chase Bank payable in monthly installments of $669 including interest at a fixed rate of 9.9% through maturity in September 2013, secured by a lien on a vehicle. Principal balance at October 31, 2007 and January 31, 2007 is $35,839 and $0, respectively. Carrying amount of vehicle that serves as collateral is $42,594 and $0 at October 31, 2007 and January 31, 2007, respectively.

Note payable to Atlas Copco payable in monthly installments of $5,436 including interest at a fixed rate of 9% through maturity in September 2010, secured by a lien on equipment. Principal balance at October 31, 2007 and January 31, 2007 is $170,962 and $0, respectively. Carrying amount of equipment that serves as collateral is $389,022 and $0 at October 31, 2007 and January 31, 2007, respectively.

Note payable to Zions First National Bank payable in monthly installments of $4,018 including interest at 7.5% through maturity in September 2012, secured by a certificate of deposit. Principal balance at October 31, 2007 and January 31, 2007 is $200,000 and $0, respectively. Carrying amount of certificate of deposit that serves as collateral is $202,500 and $0 at October 31, 2007 and January 31, 2007, respectively.

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

For the twelve months ended October 31,      
               2008 $  109,723  
               2009   115,526  
               2010   120,461  
               2011   65,682  
               2012   63,078  
               Thereafter   9,617  
       
    484,087  
Less current maturities   (109,723 )
       
  $  374,364  


14

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 7– Capital lease obligation

In November 2006, the Company entered into a noncancelable capital lease with Thermo Fisher Financial Services, Inc. for a Niton XLp 532 Industrial Analyzer. The lease calls for an initial down payment of $2,894 payable at lease signing in November 2006, a $7,000 onetime payment in January 2007 and 11 monthly payments of $2,794 beginning in April 2007. The Company has recorded an asset of $39,298 related to this lease. At October 31, 2007 and January 31, 2007 amortization expense of $4,210 and $0, respectively and accumulated amortization of $4,210 and $0, respectively has been recorded in relation to this lease.

The future minimum lease payments related to this lease are as follows:

For the twelve months ended October 31, 2008 $  8,306  
       
               Less amount representing interest   (59 )
       
             Capital lease obligation, current portion $  8,247  

NOTE 8 – 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. The Unsecured Convertible Promissory Notes bear interest at 8%. 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. Repayment of the Unsecured Convertible Promissory Notes begins in November 2007 with sixteen monthly principal payments of $275,000 plus accrued unpaid interest. Holders of the Unsecured Convertible Promissory Notes may elect to convert all or a portion of their note balance before the schedule repayment dates at a fixed rate of $0.65 per share.

The Company may elect to make repayments of the Unsecured Convertible Promissory Notes 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 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 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. The proceeds of the private placement have been and will be used for working capital, exploration of mineral properties and/or acquiring additional mineral properties.


15

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 8 – Convertible promissory notes - continued

The Company incurred deferred financing costs of $457,454 in connection with the issuance of the Unsecured Convertible Promissory Notes. The deferred financing costs consist of $389,762 paid for broker fees, legal fees and due diligence fee. The deferred financing costs also consist of 338,461 of common stock purchase warrants issued as a broker fee to Hunter Wise Securities. 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 warrants were assigned a value of $67,692 estimated using the Black-Scholes valuation model. The following assumptions were used to determine the fair value of the warrants using the Black-Scholes valuation model: a term of 5 years, risk-free rate of 4.56%, volatility of 60%, and dividend yield of zero. The Company reported $108,457 and $0 of interest expense for the amortization of deferred financing costs during the nine months ended October 31, 2007 and 2006, respectively.

The holders of the Unsecured Convertible Promissory Notes were issued 6,769,228 detachable common stock purchase warrants with 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. In the event that a delay in delivery of exercised shares occurs, as defined in the subscription agreement, 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 the exercised shares within 7 business dates of the Delivery Date and the selling security holder purchases shares of common stock of the Company in an open market, then the Company 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 Unsecured Convertible Promissory Notes contain a beneficial conversion feature recorded of $1,842,734 which represents the difference between the conversion price and the fair market value of the common stock on the commitment date (May 11, 2007). The 6,769,228 detachable common stock purchase warrants were assigned a value of $1,353,846, estimated using the Black-Scholes valuation model. The following assumptions were used to determine the fair value of the warrants using the Black-Scholes valuation model: a term of 5 years, risk-free rate of 4.56%, volatility of 60%, and dividend yield of zero. The discounts on the Unsecured Convertible Promissory Notes for the beneficial conversion feature and the detachable common stock purchase warrants are being amortized to interest expense, using the effective interest method, over the term of the Unsecured Convertible Promissory Notes. The Company reported $757,750 and $0 of interest expense relating to the beneficial conversion feature and the warrants discount during the nine months ended October 31, 2007 and 2006, respectively.

In October 2007 a note holder converted $45,000 of the principal balance of their Unsecured Convertible Promissory Note and $8,333 of unpaid accrued interest at a conversion price of $0.65 per share pursuant to the original terms of the notes. The Company issued 82,050 shares of common stock related to this conversion. The debt converted was allocated $4,678 of deferred finance charges and $32,692 of discounts, the unamortized portion of $29,585 was recorded as interest expense.

The principal balance of the Unsecured Convertible Promissory Notes outstanding was $4,355,000 and $0 at October 31, 2007 and January 31, 2007, respectively. If settlement of the Unsecured Convertible Promissory Notes occurred on October 31, 2007 the Company would be obligated to pay $4,355,000 principal payments and $157,424 accrued interest for a total of $4,512,424 in cash. If the settlement were completed by the issuance of common shares the conversion price at October 31, 2007 was $0.45 per share for a total of 10,027,609 shares required to convert the notes.


16

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 8 – Convertible promissory notes - continued

The following is a summary of the principal maturities of Unsecured Convertible Promissory Notes:

For the twelve months ended October 31,      
               2008 $  2,449,688  
               2009   1,905,312  
       
    4,355,000  
Less discounts for warrants and beneficial conversion      
     feature   (2,438,830 )
    1,916,170  
       
Less current maturities, net of discounts   (867,744 )
       
  $  1,048,426  

NOTE 9– Common stock

As of October 31, 2007, there were 9,051,047 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 4.07 years and a weighted average exercise price of $0.91 per whole warrant for one common share.

Whole share purchase warrants outstanding at October 31, 2007 are as follows:

    Number of whole     Weighted average  
    share purchase     exercise price per  
    warrants     share  
Outstanding, January 31, 2006   2,744,342   $  1.57  
             
Forfeited or expired   (800,000 )   1.75  
             
Outstanding, January 31, 2007   1,944,342   $  1.50  
             
Issued   7,107,689     0.75  
Forfeited or expired   (984 )   1.50  
Exercised   -     -  
             
Outstanding, October 31, 2007   9,051,047   $  0.91  
Exercisable, October 31, 2007   9,051,047   $  0.91  

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 for a period of 12 months commencing on January 9, 2007. On May 2, 2007 the Company issued 50,000 shares to Equititrend Advisors LLC. 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 transactions were reported at fair value. Fair value of the shares issued was determined by a review of the Company’s stock trading price around the date of issuance and was determined to be $0.62 per share for the shares issued on January 17, 2007 and $0.57 per share for the shares issued on May 2, 2007. The Company recognized compensation expense of $28,500 during the nine month period ended October 31, 2007. The contract with Equititrend Advisors LLC was terminated on July 27, 2007.


17

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 9– Common stock - continued

The Company issued 62,000 common shares to three public relations consultants on August 27, 2007 as compensation for public relations services performed. The issuance of common stock is reported at fair value. Fair value was determined to be the closing trading price on August 27, 2007, or $0.42 per common share. The Company recorded $26,040 of public relations expense related to the stock issuances.

On March 8, 2006, the Company entered into a Standby Equity Distribution Agreement (“SEDA”) with Cornell Capital Partners, LP. Pursuant to the Standby Equity Distribution Agreement, we may, at our discretion, periodically sell to Cornell Capital Partners shares of our common stock for a total purchase price of up to $10,000,000 for a period of up to two years. In May 2007, pursuant to the Unsecured Convertible Promissory Notes subscription agreement, the Company agreed that it would not exercise its rights under the SEDA without written consent from the Unsecured Convertible Promissory Note Holders. For each share of our common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners will pay us 96%, or a 4% discount of the lowest volume weighted average per share purchase price of our common stock on our principal trading market for the 5 days following our request for an advance. If the volume weighted average price of the common stock on any day during such five (5) day period is less than 90% of the closing bid price on the trading day immediately preceding the notice date, then, the volume weighted average price on such date is excluded from the calculation and the number of shares sold and the amount of the advance are reduced by 20%. We may waive this price protection by providing Cornell Capital Partners with notice of the waiver prior to the relevant advance notice date. In addition, 5% of each cash advance will be paid to Cornell Capital Partners as a commitment fee and $500 per advance will be paid to Yorkville Advisors, LLC an affiliate of Cornell Capital Partners as a structuring fee. The amount of each advance is subject to a maximum amount of $300,000, and we may not submit a request for an advance within five trading days of a prior advance. In addition, we may not request cash advances if the shares to be issued in connection with such advances would result in Cornell Capital Partners owning more than 9.9% of our outstanding common stock. On March 8, 2006 Cornell Capital Partners received an initial commitment fee of $290,000, which was paid by the issuance of 256,637 shares of common stock. The transaction was recorded at fair value. The fair value was determined using the closing trading price on March 6, 2006 ($1.13 per share). Yorkville Advisors, LLC an affiliate of Cornell Capital Partners, received a one time structuring fee and due diligence fee totaling $20,000. Proceeds received under the Standby Equity Distribution Agreement will be used for exploration activities and working capital.

On March 8, 2006, the Company engaged Newbridge Securities Corporation, an unaffiliated registered broker-dealer, to advise it in connection with the Standby Equity Distribution Agreement. Newbridge was paid a placement agent fee of $10,000 by the issuance of 8,850 shares of common stock. The transaction was recorded at fair value. Fair value was determined using the closing trading price on March 6, 2006 ($1.13 per share).

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.

During the nine months ended October 31, 2007, 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 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.


18

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 10– 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 non-employee consultants after specific objectives are met. Employees can receive incentive stock options and non-qualified stock options while non-employee consultants can receive only non-qualified stock options. The options granted vest under various provisions using graded vesting, not to exceed two years. The options granted have a term not to exceed ten years from the date of grant or five years for options granted to more than 10% stockholders. The option price set by the Plan Administration shall not be less than the fair market value per share of the common stock on the grant date or 110% of the fair market value per share of the common stock on the grant date for options granted to greater than 10% stockholders. Options remaining available for grant under the 2004 Stock Option Plan at October 31, 2007 and January 31, 2007, are 556,000 and 110,000, respectively.

On April 6, 2006, the Company granted 950,000 non-qualified stock options to non-employee consultants and 644,000 incentive stock options to employees in accordance with the 2004 Stock Option Plan. The options have an exercise price of $1.11 per share and a term of ten years from the date of grant. The options vest 25% on each six month anniversary of the grant date.

On December 8, 2006, the Company granted 160,000 non-qualified stock options to non-employee consultants and 1,430,000 incentive stock options to employees in accordance with the 2004 Stock Option Plan. The options have an exercise price of $0.72 per share and a term of ten years from the date of grant. The options vest 25% on each six month anniversary of the grant date.

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.

The following tables summarize the Company’s stock option activity under the 2004 Stock Option Plan during the period ended October 31, 2007.

Incentive stock options to employees outstanding at October 31, 2007 are as follows:

                Weighted        
          Weighted     average        
    Number of     average     remaining     Aggregate  
    options     exercise price     life (years)     intrinsic value  
Outstanding, January 31, 2007   2,581,000   $  1.005              
                         
Granted   10,000     1.110              
Forfeited   (288,750 )   1.110              
Expired   (372,250 )   1.531              
                         
Outstanding, October 31, 2007   1,930,000   $  0.889     8.78   $  -  
                         
Exercisable, October 31, 2007   790,250   $  1.100     8.37   $  -  


19

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 10– Stock-based compensation – continued

Non-qualified stock options to non-employee consultants outstanding at October 31, 2007 are as follows:

                Weighted        
          Weighted     average        
    Number of     average     remaining     Aggregate  
    options     exercise price     life (years)     intrinsic value  
Outstanding, January 31, 2007   1,159,000   $  1.138              
                         
Granted   250,000     0.45              
Forfeited   (22,500 )   1.11              
Expired   (22,500 )   1.11              
                         
Outstanding, October 31, 2007   1,364,000   $  1.013     7.33   $  -  
                         
Exercisable, October 31, 2007   800,500   $  1.205     8.21   $  -  

The aggregate intrinsic value is calculated based on the October 31, 2007 stock price of $0.351 per share.

A summary of the status of the Company’s nonvested shares as of October 31, 2007 and changes during the nine month period ended October 31, 2007 is presented below: Incentive stock options granted to employees:

          Weighted average  
    Number of options     grant date fair value  
Nonvested at January 31, 2007   1,913,000   $  0.476  
Granted   10,000     0.200  
Forfeited   (288,750 )   0.640  
Vested   (494,500 )   0.474  
             
Nonvested at October 31, 2007   1,139,750   $  0.432  
             
Vested during the period ended October 31, 2007   494,500   $  0.474  
             
Total fair value of options vested during the period            
         ended October 31, 2007       $  234,530  

Non-qualified stock options granted to non-employee consultants:            
          Weighted average  
    Number of options     grant date fair value  
 Nonvested at January 31, 2007   786,750   $  0.598  
 Granted   250,000     0.130  
 Forfeited   (22,500 )   0.640  
 Vested   (450,750 )   0.622  
             
 Nonvested at October 31, 2007   563,500   $  0.370  
             
 Vested during the period ended October 31, 2007   450,750     0.622  
             
 Total fair value of options vested during the period            
          ended October 31, 2007       $  280,230  


20

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 10– Stock-based compensation – continued

The Company estimates the fair value of option awards on the grant date using the Black-Scholes valuation model. The Company uses historical volatility as its method to estimate expected volatility. To estimate the fair value of the April 6, 2006 stock option grant, the Company used the following assumptions: 64% expected volatility; 0% expected dividend yield; 5 years expected term; and 4.84% risk-free interest rate. To estimate the fair value of the December 8, 2006 stock option grant, the Company used the following assumptions: 65% expected volatility; 0% expected dividend yield; 5 years expected term; and 4.53% risk-free interest rate. To estimate the fair value of the May 24, 2007 stock option grant, the Company used the following assumptions: 60% expected volatility; 0% expected dividend yield; 5 years expected term; and 4.79% risk-free interest rate. To estimate the fair value of the August 15, 2007 stock option grant, the Company used the following assumptions: 60% expected volatility; 0% expected dividend yield; 3 years expected term; and 4.31% risk-free interest rate.

The weighted average grant date fair value of the options granted during the nine month period ended October 31, 2006 was $0.64 per option. The weighted average grant date fair value of the options granted during the nine month period ended October 31, 2007 was $0.13 per option. There were no options exercised during the nine month period ended October 31, 2007 and the nine month period ended October 31, 2006 and the period from inception (August 20, 2001) to October 31, 2007. We recognized share-based compensation expense of $254,180 during the nine months ended October 31, 2007, $663,573 during the nine months ended October 31, 2006 and $1,180,874 for the period from inception (August 20, 2001) to October 31, 2007. Unrecognized share-based compensation for all share-based awards outstanding as of October 31, 2007 totaled $324,897 and is expected to be recognized over a weighted average remaining period of 0.95 years using the straight-line method.

Share-based compensation expense is reported in our statement of operations as follows:

                            From  
                            inception  
    Three months     Three months     Nine months     Nine months     (August 20,  
    ended     ended     ended     ended     2001) to
    October 31,     October 31,     October 31,     October 31,     October 31,  
    2007     2006     2007     2006     2007  
Geological and                              
      geophysical costs $  51,621   $  (48,000 ) $  103,241   $  543,360   $  808,152  
Salaries and benefits   44,720     51,520     144,168     120,213     365,951  
Investor relations   6,771     -     6,771     -     6,771  
                               
  $  103,112   $  3,520   $  254,180   $  663,573   $  1,180,874  

NOTE 11 – Related party transactions

The Company entered into the following transactions with related parties during the period ended October 31, 2007:

Paid or accrued $4,494 in rent. We rented an office from an officer on a month-to-month basis for $499 per month.

NOTE 12 – Commitments

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 two-year period from the staking of claims. The Company estimates that the required annual assessments to maintain the claims will be approximately $298,600. At October 31, 2007 approximately $276,200 of prior assessment work has been performed on the Big Chunk claims that can be applied toward the current year liability.


21

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 12 – Commitments - continued

At October 31, 2007 no assessment work has been performed on the Bonanza Hills claims and approximately $22,400 of assessment work is still required to be performed or cash payment of assessments will be due.

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 one-time only credit of 50% of the second year’s rent payment. Our Alaska claims are all MTRSC claims eligible for the 50% rental credit in the second rental year. Rentals for the period from September 1, 2006 through September 1, 2007 of $72,300 have been paid. The estimated state rentals due by November 30, 2007 for the period from September 1, 2007 through September 1, 2008 are $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.

The Company is required to pay annual rentals for its Federal lode mining claims for the North Pipes project in the State of Arizona. The rental period begins at noon on September 1 st through the following September 1 st and rental payments are due by the first day of the rental period. The annual rental is $125 per claim. Additional fees of $45 per claim are due in the first year of filing a Federal lode mining claim along with the first year’s rent. Rentals for the period from September 1, 2006 through September 1, 2007 for new claims perfected during the nine months ended October 31, 2007 was $77,690. The rentals paid in August 2007 for the period from September 1, 2007 through September 1, 2008 are $206,625. The estimated rentals and filing fees payable to perfect the 140 claims in progress at October 31, 2007 is $23,800.

The Company rents a warehouse on a month-to-month basis for $1,500 per month. For the nine months ended October 31, 2007 the Company recognized rent expense of $13,500 related to this lease.

In November 2006, the Company began renting its current office space. The lease requires monthly payments of $3,571 for twelve months and then monthly payments of $3,697 for twelve months. The Company has the option to renew the lease for an additional two year term at an increase of 3.5% in rent per year. During the nine months ended October 31, 2007 the Company recognized rent expense of $32,139 related to this lease. Future minimum lease payments under this noncancelable lease are as follows:

Future minimum lease payments for the twelve months ended October 31,      
             2008 $  44,238  
             2009   3,697  
  $  47,935  

The Company entered into a vehicle lease in October 2005. The lease requires a down payment of $5,458 and monthly payments of $392 through March 2009. For the nine months ended October 31, 2007 the Company recognized rent expense of $3,525 related to this lease.

Future minimum lease payments for the twelve months ended October 31,      
             2008 $  4,700  
             2009   2,350  
  $  7,050  


22

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued 

NOTE 12 – Commitments - continued

The Company entered into a lease for lodging with Coral Cliffs Townhomes in Kanab, Utah in order to supply temporary housing for certain field personnel of the North Pipes project. The lease required monthly payments of $1,750 from May 15, 2006 through May 31, 2007. The lease was terminated on May 31, 2007. For the nine months ended October 31, 2007 the Company recognized rent expense of $7,000 related to this lease.

In May 2007, the Company entered into a lease for lodging in Fredonia, Arizona in order to supply temporary housing for certain field personnel of the North Pipes project. The lease requires monthly payments of $800 from May 2007 through June 2007 and monthly payments of $1,800 from July 2007 through June 2008. For the nine months ended October 31, 2007 the Company recognized rent expense of $8,800 related to this lease. Future minimum lease payments under this noncancelable lease for the twelve months ended October 31, 2007 are $14,400.

In October 2006, the Company entered into a Subcontracting Agreement with Xstate to perform the duties as the Manager of the Elle Venture including maintaining the joint venture bank account, pay joint venture expenses, perform the duties necessary to execute the approved work program for the joint venture claims, and prepare quarterly reports to the Elle Venture Management Committee. The Company will be compensated at agreed upon rates by the Elle Venture for the use of the Company’s personnel and resources in performing its duties under the Subcontracting Agreement.

In February 2007 the Company entered into a non-exclusive consulting contract with Hunter Wise Financial Group, LLC (“Hunter Wise”) to provide services to the Company in the areas of corporate development, financing, and consulting for a period of twelve months. Hunter Wise will receive compensation ranging from 3% to 8% of aggregate consideration for any sale, merger, acquisition, joint venture, strategic alliance, technology partnership, licensing agreement or similar agreement. For any debt investment or secured debt financing placed for the Company Hunter Wise shall receive a success fee equal to 6% of the gross proceeds received by the Company payable in cash, plus a success fee payable in Company stock equal to 3% of the gross proceeds received by the Company divided by the closing bid price of the common stock of the Company as of the date the Company receives the funds, plus purchase warrants in the Company, with a cashless exercise provision equal to 6% of the gross proceeds received by the Company exercisable at any time within 2 years from issuance at a strike price equal to 100% of the closing bid price of the common stock for the Company as of the date the Company received the funds. For any cash equity investment into the Company Hunter Wise shall receive a success fee payable in cash equal to 8% of the gross proceeds disbursed to the Company, plus a success fee payable in Company stock equal to 2% of the gross proceeds disbursed to the Company divided by the closing bid price of the common stock for the Company as of the date the Company receives the funds, plus purchase warrants in the Company with a cashless exercise provision equal to 5% of the gross proceeds disbursed to the Company divided by the lower of the price per share of the common stock of the Company as valued by the finance source for the purposes of the investment, or the closing bid price of the common stock on the date the Company received the funds exercisable at any time within 2 years from issuance at a strike price equal to the lower of 100% of the price of the common stock of the Company as valued by the finance source for the purposes of the investment or the closing bid price of the common stock on the date the Company receives the funds. At October 31, 2007 the Company paid to Hunter Wise a broker fee of $308,000 and 338,461 whole share purchase warrants, valued at $67,692, with an exercise price of $0.75 through May 11, 2012 in connection with the sale of the Unsecured Convertible Promissory Notes. The broker fee and warrants have been included in deferred financing costs and amortized over the life of the notes.

The Company entered into an investor relations agreement with Agoracom Investor Relations Corp. (“Agoracom”) in August 2007 for the performance of investor relations services for a period of twelve months beginning August 15, 2007. The Company has the option to renew the agreement for an additional twelve months under the same terms. Agoracom will receive monthly compensation of $5,000 during the term of the contract. Agoracom was also granted 250,000 non-qualified stock options pursuant to the 2004 Stock Option Plan, exercisable at $0.45 per share through August 15, 2010. The options vest 25% every three months from the grant date.


23

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 12 – Commitments - continued

The Company entered into a non-exclusive consulting contract with Balanced Financial Securities (“BFS”) to provide services to the Company in the areas of corporate financing and consulting. BFS’s fees are all contingent upon the closing of debt or equity financings by a funding source referred by BFS during the term of the contract and for a period of 18 months after the termination of the contract. The contract will remain in effect until terminated by either party via written notice by certified mail. BFS will receive compensation of 5% of cash equity financings, plus 3% of incremental debt financings. BFS will also receive common stock purchase warrants to purchase common stock of the Company equal to 5% of the equity funding and exercisable at the negotiated shares price of the transaction. The Company will also pay all of BFS’s out-of-pocket expense incurred on the Company’s behalf. The Company paid $0 to BFS during the nine month period ended October 31, 2007.

NOTE 13 – Supplemental disclosures with respect to cash flows

The significant non-cash investing and financing transactions for the nine month period ended October 31, 2007 were as follows:

Purchased vehicles and equipment in exchange for long-term financing of $238,000 and cash of $219,000.

Purchased equipment in exchange for a receivable due in the amount of $7,875.

Stock option compensation recorded at $257,826 for options issued to employees and consultants.

Issued 112,000 shares of common stock in exchange for public relations consulting services reported at fair value of $54,540.

Issued 338,461 whole share common stock purchase warrants valued at $67,692 for a broker fee paid in connection with the sale of the Unsecured Convertible Promissory Notes.

Issued 6,769,228 whole share common stock purchase warrants valued at $1,353,846 in connection with the sale of the Unsecured Convertible Promissory Notes.

The Company recorded $389,762 of deferred financing charges that was net against the proceeds from the sale of Unsecured Convertible Promissory Notes.

The Company recorded a beneficial conversion feature in the amount of $1,842,734 in relation to the sale of Unsecured Convertible Promissory Notes.

Issued 82,050 shares of common stock for partial conversion of $45,000 principal amount of Unsecured Convertible Promissory Notes plus accrued interest of $8,333. The company recorded interest expense of $29,585 for the unamortized discounts and unamortized deferred financing charges related to the conversion.

NOTE 14 – 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.

NOTE 15 – Financial instruments

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, and Unsecured Convertible Promissory Notes. 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.


24

LIBERTY STAR URANIUM & METALS CORP.
(FORMERLY LIBERTY STAR GOLD CORP.)
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE 16 – Subsequent events

In November 2007, the Company paid $74,650 to renew the Big Chunk and Bonanza Hills Alaska State mining claims for the period from September 1, 2007 through September 1, 2008.

In November 2007, the Company paid $23,800 to perfect title to 140 federal lode mining claims in progress at the North Pipes project.

In November 2007, the Company issued 317,487 shares of common stock for partial conversion of $205,000 principal amount of Unsecured Convertible Promissory Notes plus accrued interest of $1,367 at a conversion price of $0.65 per share.

In December 2007, the Company entered into a consulting agreement to receive general core drilling services from a licensed drilling contractor. The services are to be performed on Redwall’s drill rig by the contractor’s drillers. The Company will pay $1,500 per week plus the actual costs incurred by the contractor marked up by 10%. The contract is on a week to week basis and can be canceled at anytime by the Company. The estimated monthly cost of this contract is approximately $60,000.

In December 2007, the Company entered into a lease for warehouse space in Fredonia, Arizona for the storage of exploration equipment, exploration supplies, rock samples and core samples. The lease requires monthly payments of $1,500 and a security deposit of $1,500. The Company has the option to renew the lease for an additional two year term at a rate to be negotiated upon exercise of the renewal option.

NOTE 17 – 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. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, the Company's auditors have expressed an uncertainty about the Company's ability to continue as a going concern in their opinion attached to our audited financial statements for the fiscal year ended January 31, 2007.

Management has secured approximately $4,400,000 in financing from the Unsecured Convertible Promissory Notes to fund further exploration activity, however, we may need additional funds to achieve our objectives. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.


25

Item 2. Management's Discussion and Analysis and Plan of Operation.

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. 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.


26

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.

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 $2,728,161 and working capital of $1,296,555 as of October 31, 2007. 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 condensed 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 October 31, 2007 is $(30,399,795). 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


27

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, 2007 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 October 31, 2007, there were 43,013,918 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 for a total of $4,355,000 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 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


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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 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.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

Our Current Business


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Liberty Star Uranium & Metals Corp. (the “Company” or “We”) was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001 under the laws of the State of Nevada. On February 5, 2004 we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) is our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Redwall Drilling Inc. (“Redwall”) is our wholly owned subsidiary and was incorporated on August 31, 2007 in the State of Arizona. Redwall is a drilling contractor and at October 31, 2007 Redwall was in the start-up phase and had not began operations. In April 2007, the Company changed its name to Liberty Star Uranium & Metals Corp. to reflect the Company’s current focus on uranium exploration. The Company is considered to be an exploration stage company, as it has not generated any revenues from operations. The Company uses the term “Super Project” to indicate a project in which numerous mineral targets have been identified for exploration.

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

The Company also holds a 100% interest in 1,793 Federal lode mining claims covering approximately 60 square miles on the Colorado Plateau Province of Northern Arizona (the “North Pipes Super Project”). The 1,793 Federal lode mining claims include approximately 300 breccia pipe targets (“Pipes”). 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 18 Federal lode mining claims covering 4 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 contribute one additional breccia pipe target to the Elle Venture in the near term, at this time which breccia pipe target has not been determined. We plan to ascertain whether the Elle Venture claims possess commercially viable deposits of uranium.

We have begun field work at our North Pipes Super Project and at the Elle Venture Claims, beginning with ground electrical geophysics surveys. The geophysics surveys have covered 22 line miles. We have analyzed geophysical survey results at the Rock SW project (a sub-project of our North Pipes Super Project) and obtained permits for five drill holes at this site. We have analyzed geophysical survey results at the Elle Venture claims (a sub-project of our North Pipes Super Project) and obtained permits for three drill holes at this site. The Company drilled two rotary drill holes on the Elle Venture claims and one rotary drill hole on the Rock SW claims in February 2007 but failed to intersect the centers of the breccia pipes. Through testing and analysis of the geophysics results and information we have gathered relating to our properties in Arizona, our geophysical consultants determined that for our breccia pipe targets, geophysics is largely ineffectual. As a result the drilling was postponed and a geochemical testing program was planned.

On June 5, 2007, we began our geochemical sampling program. As of October 31, 2007, we have collected 13,547 soil samples consisting of 1 kilogram of soil taken about 6 centimeters below the surface and 180 rock samples. We ship the samples to the sample preparation facilities at the MEG laboratory, with whom we have a contract for services, run by Geochemist and Technical Board member S. Clark Smith, near Carson City Nevada. The samples are prepared and then shipped by air to ACME Labs in Vancouver, BC, Canada, a certified laboratory, where they are assayed for sixty three elements. Chain of custody documents accompany each shipment from the collection site through to the assay lab. Remaining sample materials are archived in the original shipping boxes, clearly labeled as belonging to our company, and stored in a secure storage area. We are also performing detailed geologic, mineralization, alteration and leached-cap mapping using scintillometer and/or gamma ray spectrometer devices which detect radioactivity. We are analyzing 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.

In October 2007 we purchased a CS3001 diamond drill rig through our wholly-owned subsidiary Redwall Drilling Inc. The purchase was made due to the difficulty in locating a third-party diamond drilling contractor available for hire and mobilization to our properties in a reasonable period of time. The Company plans to utilize Redwall’s rig and crew to begin a drilling campaign on December 1, 2007. The Company will first attempt to open fourteen holes drilled in the 1970s-1980s that are close to targets defined by our recent geochemical sampling and geologic mapping campaign. Down hole e-logs (electrical induction measurements) and radiometric (radioactive) surveys will be conducted in these holes to determine whether a breccia pipe and/or uranium mineralization is present. The data obtained will be compared to and integrated with surface geological and geochemical information. If any of these holes encounter mineralization they may be used as a parent hole for directional drilling, utilizing this


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capability of the Redwall rig, crew and directional contractors. Once these holes are opened and logged, the diamond drill crew will commence drilling our prioritized Pipes. As mentioned above, old drill holes will form part of our prioritization process and we will do final prioritization of which Pipes will be drilled first after the old holes have been surveyed. At this time there is a total of nine breccia pipes, owned by the Company and the Elle Venture, fully permitted and ready for drilling.

Our field office is in Fredonia with facilities for up to twelve workers in one house and another ten in various living trailers.

The Company currently 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 (the “Big Chunk Super Project”). The Company also 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 (the “Bonanza Hills Claims”). We plan to ascertain whether the Big Chunk Super Project and Bonanza Hills claims possess commercially viable deposits of gold, copper, molybdenum, silver and zinc. To date, we have completed a detailed study, by airplane, of the magnetic fields found on our Big Chunk Super Project claims. One hundred eleven miles of induced polarization surveys have been completed over portions of our Big Chunk Super Project 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 Super Project claims. 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.


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Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled "Risk Factors" for additional information about the risks of mineral exploration.

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

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 Alaska and Arizona.

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. The annual state rentals for the Alaska State mining claims are $100 per 160 acre quarter section or $25 per 40 acre quarter-quarter section and annual rental payments are due on November 30 th of each year. Rentals for the period from September 1, 2007 through September 1, 2008 of $74,650 have been paid. Annual assessment work of $400 per 160 acre quarter section or $100 per 40 acre quarter-quarter section must also be performed by us in order to keep the claims in good standing. If annual assessment work is not performed the Company must pay the assessment amount in cash in order to maintain the claims in good standing. A total of approximately $298,600 must be paid to maintain the claims in good standing. At October 31, 2007, approximately $276,200 of prior assessment work has been performed on the Big Chunk claims that can be applied toward the current year liability. At October 31, 2007, no assessment work has been performed on the Bonanza Hills claims and approximately $22,400 of assessment work is still required to be performed or cash payment of assessments will be due.

Our Arizona claims are Federal lode mining claims located 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 every September 1st in the amount of $125 per mining claim. In the first year of filing a new claim the rental fee of $125 must be paid along with initial filing fees of $45 per mining claim. Rentals for the period from September 1, 2006 through September 1, 2007 for new claims perfected during the nine months ended October 31, 2007 was $77,690. The rentals paid in August 2007 for the period from September 1, 2007 through September 1, 2008 are $206,625. The rentals and filing fees paid in November 2007 to perfect the 140 claims in progress at October 31, 2007 was $23,800. There is no requirement for annual assessment or exploration work on the Federal lode mining claims.

In order to proceed with any drilling program on our Arizona claims, we will 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 testing. Currently the Company has nine breccia pipe targets owned by the Company and the Elle Venture fully permitted for drilling. The drilling permit fees are anticipated to be approximately $3,000 per pipe and also require a reclamation bond of up to $50,000 per pipe. The drilling permitting process will be ongoing as additional geophysical and geochemical testing results are received.

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 will 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 about twelve months. The cost of mine permitting, including cost of contractors assisting with the permitting process, is estimated to be between $95,000 and $150,000 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.


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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.

Cash Requirements

Over the next twelve months we intend to continue our exploration program at the North Pipes Super Project in northern Arizona. We also plan to pay annual rental fees to maintain our claims at the Big Chunk Super Project and the Bonanza Hills claims in Alaska. We anticipate that we will incur expenses over the next twelve months for the diamond drilling program to explore our breccia pipe targets as well as geological, geophysical, and geochemical studies and interpretation of that data.

Our anticipated cash requirement over the next twelve months is approximately $4,455,000. We received net proceeds of approximately $4,000,000 from the sale of Unsecured Convertible Promissory Notes completed in May 2007. 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 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 nine months ended October 31, 2007 was $5,289,877.

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

Estimated Funding Required During the Next Twelve Months  
Expense Amount
Geological, geochemical and drilling exploration expenses $ 3,449,000
Salaries and benefits 287,000
Accounting and auditing 180,000
Public relations 187,000
Legal fees 144,000
Office, general and administrative 170,000
Travel 38,000
Total $ 4,455,000


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The results that we expect to be able to accomplish with our current budgeted expenditures of approximately $4,455,000 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, 2007, included an explanatory paragraph regarding their concerns about our ability to continue as a going concern.

Purchase or Sale of Equipment

In August 2007, the board of directors approved a plan to purchase and operate a diamond drill rig, through our wholly-owned subsidiary Redwall Drilling Inc. for use by the Company during the next drilling program. The drill rig was purchased in October 2007 for $380,962 of which $210,000 was paid in cash and a $170,962 long-term note payable was entered into with Atlas Copco with an interest rate of 9% payable in monthly installments of $5,436 for 36 months. We also purchased equipment of approximately $200,000 in order to begin operations of Redwall Drilling Inc. We do not anticipate that we will sell any of our equipment over the next 12 months.

Personnel

As of October 31, 2007, we had thirteen full time employees and eight part-time employees. Currently we employ or have on contract four full time geologists, including President and CEO, James Briscoe, geologist Chelsea Wood and geologists David Boyer M.Sc. and Erik Murdock M.Sc. who also specialize in computer mapping. We have one experienced drill manager hired by Redwall Drilling Inc. We have further contracted with experienced field crewmembers and geochemical samplers for their services. In all, there will be up to 20 workers for the field season. 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, 2007 through December 31, 2007.

Results of Operations for the Nine Months Ended October 31, 2007

The following discussion and analysis of the results of operations and financial condition of our Company for the nine months ended October 31, 2007 should be read in conjunction with the condensed consolidated financial statements and related notes included in this quarterly report, as well as our most recent annual report on Form 10-KSB for the fiscal year ended January 31, 2007 filed with the United States Securities and Exchange Commission.

We have had no revenues since August 20, 2001 (inception).

Our net cash provided by financing activities during the nine months ended October 31, 2007 was $5,289,877. Our net cash provided by financing activities during the nine months ended October 31, 2006 was $1,562,664. The increase in cash provided by financing activities during the nine months ended October 31, 2007 resulted from the sale of the Unsecured Convertible Promissory Notes.

We had a net loss of $(3,979,256) for the nine months ended October 31, 2007 compared to a net loss of $(2,356,176) for the nine months ended October 31, 2006. The change in net loss was largely due to the increase in geological and geophysical costs as a result of the geochemical sampling campaign, an increase in salaries due to an increase in staff size and compensation rates, an increase in public relations efforts, and an increase in interest expense resulting from the sale of the Unsecured Convertible Promissory Notes.

Liquidity and Capital Resources

We had cash and cash equivalents in the amount of $2,728,161 as of October 31, 2007. We had working capital of $1,296,555 as of October 31, 2007. Our total liabilities as of October 31, 2007 were $2,992,074 as compared to total liabilities of $196,865 as of


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January 31, 2007. The increase in liabilities was due to new long-term debt incurred for the purchase of field equipment and the purchase of a drill rig, and the sale of Unsecured Convertible Promissory Notes.

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. The Unsecured Convertible Promissory Notes bear interest at 8%. 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. Repayment of the Unsecured Convertible Promissory Notes begins in November 2007 with sixteen monthly principal payments of $275,000 plus accrued unpaid interest. Holders of the Unsecured Convertible Promissory Notes may elect to convert all or a portion of their note balance before the schedule repayment dates at a fixed rate of $0.65 per share.

The Company may elect to make repayments of the Unsecured Convertible Promissory Notes 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 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 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. The proceeds of the private placement have been and will be used for working capital, exploration of mineral properties and/or acquiring additional mineral properties.

The Company incurred deferred financing costs of $457,454 in connection with the issuance of the Unsecured Convertible Promissory Notes. The deferred financing costs consist of $389,762 paid for broker fees, legal fees and due diligence fee. The deferred financing costs also consist of 338,461 of common stock purchase warrants issued as a broker fee to Hunter Wise Securities. 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 warrants were assigned a value of $67,692 estimated using the Black-Scholes valuation model. The following assumptions were used to determine the fair value of the warrants using the Black-Scholes valuation model: a term of 5 years, risk-free rate of 4.56%, volatility of 60%, and dividend yield of zero. The Company reported $108,457 and $0 of interest expense for the amortization of deferred financing costs during the nine months ended October 31, 2007 and 2006, respectively.

The holders of the Unsecured Convertible Promissory Notes were issued 6,769,228 detachable common stock purchase warrants with 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. In the event that a delay in delivery of exercised shares occurs, as defined in the subscription agreement, 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 the exercised shares within 7 business dates of the Delivery Date and the selling security holder purchases shares of common stock of the Company in an open market, then the Company shall pay in cash to the selling security holder the amount by


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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 Unsecured Convertible Promissory Notes contain a beneficial conversion feature recorded of $1,842,734 which represents the difference between the conversion price and the fair market value of the common stock on the commitment date (May 11, 2007) The 6,769,228 detachable common stock purchase warrants were assigned a value of $1,353,846, estimated using the Black-Scholes valuation model. The following assumptions were used to determine the fair value of the warrants using the Black-Scholes valuation model: a term of 5 years, risk-free rate of 4.56%, volatility of 60%, and dividend yield of zero. The discounts on the Unsecured Convertible Promissory Notes for the beneficial conversion feature and the detachable common stock purchase warrants are being amortized to interest expense, using the effective interest method, over the term of the Unsecured Convertible Promissory Notes The Company reported $757,750 and $0 of interest expense relating to the beneficial conversion feature and the warrants discount during the nine months ended October 31, 2007 and 2006, respectively.

In October 2007 a note holder converted $45,000 of the principal balance of their Unsecured Convertible Promissory Note and $8,333 of unpaid accrued interest at a conversion price of $0.65 per share pursuant to the original terms of the notes. The Company issued 82,050 shares of common stock related to this conversion. The debt converted was allocated $4,678 of deferred finance charges and $32,692 of discounts, the unamortized portion of $29,585 was recorded as interest expense.

The principal balance of the Unsecured Convertible Promissory Notes outstanding was $4,355,000 and $0 at October 31, 2007 and January 31, 2007, respectively.

Off-Balance Sheet Arrangements

We have no 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 5, 2004 and subsequently changed our year end from December 31 to January 31. Under accounting principles generally accepted United States of America (“GAAP”), this acquisition was treated as a purchase of the private company Liberty Star Gold Corp. by Liberty Star Acquisition Corp. Our condensed consolidated financial statements for the period ended October 31, 2007 reflect financial information for the three month period ended October 31, 2007, the three month period ended October 31, 2006, the nine month period ended October 31, 2007, the nine month period ended October 31, 2006 as well as from inception (August 20, 2001) through October 31, 2007.

PENDING ACCOUNTING POLICIES

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest should be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly as equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary should be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment. Entities should provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. This statement shall be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, except for the presentation and disclosure requirement which shall be applied retrospectively for all periods presented. The Company does not believe that the adoption of SFAS No. 160 will have a material effect on its results of operations or financial position.


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In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 Revised “Business Combinations”. This statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. This statement improves the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This statement defines the acquirer as the entity that obtains control of one or more business in the business combination and establishes the acquisition date as the date the acquirer achieves control. This statement establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. This statement also established principles and requirements for recognizing and measuring the goodwill acquired in the business combination or a gain from a bargain purchase. This statement determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early application is not permitted. The Company does not believe that the adoption of SFAS No. 141 Revised will have a material effect on its results of operations or financial position.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. A not-for-profit organization shall report unrealized gains and losses in its statement of activities or similar statement. The fair value measurement may be applied instrument by instrument and is irrevocable. Financial assets and liabilities are eligible for the fair value measurement option established by this statement except: financial assets and liabilities recognized under leases as defined in FASB Statement No. 13; deposit liabilities, withdrawable on demand, of banks, savings and loan associations, credit unions, and other similar depository institutions; financial instruments that are, in whole or in part, classified by the issuer as a component of shareholder’s equity; investments that are required to be consolidated; employers’ and plans’ obligations, postemployment benefits, employee stock options and stock purchase plans, and other forms of deferred compensation. This statement also permits fair value measurement for firm commitments that would otherwise not be recognized at inception and that involve only financial instruments, nonfinancial insurance contract and warranties that the insurer can settle by paying a third party to provide those goods or services, and host financial instruments resulting from separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument. This statement is effective as of the beginning of the entity’s first fiscal year that begins after November 15, 2007. Earlier application is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007. The Company does not believe that the adoption of SFAS No. 159 will have a material effect on its results of operations or financial position.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The condensed consolidated financial statements of Liberty Star Uranium & Metals Corp. have been prepared in conformity with accounting principles generally accepted in the United States of America. The significant accounting policies adopted by the Company are described in Note 3 of the condensed consolidated financial statements.

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 condensed consolidated financial statements for the period ended October 31, 2007. Our total stockholders’ equity at October 31, 2007 was $1,624,367. All exploration costs are expensed as incurred.

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

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.


37

Item 3. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at October 31, 2007, which is the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our principal executive officer and principal financial officer. Based on this evaluation, we have concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in our most recent fiscal quarter.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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 nine months ended October 31, 2007, 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.

In October 2007 a note holder converted $45,000 of the principal balance of their Unsecured Convertible Promissory Note and $8,333 of unpaid accrued interest at a conversion price of $0.65 per share pursuant to the original terms of the notes. The Company issued 82,050 shares of common stock related to this conversion. The debt converted was allocated $4,678 of deferred finance charges and $32,692 of discounts, the unamortized portion of $29,585 was recorded as interest expense.

The Unsecured Convertible Promissory Notes bear interest at 8%. Repayment of the Unsecured Convertible Promissory Notes begins in November 2007 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 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 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


39

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.

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

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

On December 14, 2007, we amended our bylaws. Our new bylaws are attached here as an exhibit. The bylaws that have been adopted make several changes to the old bylaws, including: Annual Meeting:

In the new bylaws, the Board of Directors may call an annual meeting “on the day and at the time as may be set by the Board of Directors from time to time.” In the former bylaws, we were to have an annual meeting each year and on one specific day.

Special Meeting

In the new bylaws, shareholders can call special meeting; whereas, in our former bylaws, only our president or our chairman of the board of directors could call a special meeting. Shareholders could not call a special meeting.

Quorum

In the new bylaws, quorum may be reached at all meetings of our shareholders where the holders of at least ten percent (10%) of our issued and outstanding stock and who are entitled to vote, present themselves in person or by proxy; whereas, in our former bylaws quorum could not be reached unless a majority of our shareholders presented themselves in person or by proxy.

Number of Directors

In the new bylaws, we may have no less than one and not more than fifteen directors. In our former bylaws, we could have no less than one director but not more than five.

Our new bylaws are attached to this quarterly report as exhibit 3.2.

Item 6. Exhibits

Exhibit
Number

Description of Exhibit
3.1 Articles of Incorporation (1)
3.2 Bylaws *
3.3 Certificate of Change to Authorized Capital (4)
3.4 Articles of Merger (4)


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Exhibit
Number

Description of Exhibit
10.10 Form of Subscription Agreement for Canadian investors for March 2005 private placement (7)
10.11 Form of Subscription Agreement for US investors for March 2005 private placement (7)
10.12 Form of Subscription Agreement for Overseas investors for March 2005 private placement (7)
10.13 Form of Registration Rights Agreement for March 2005 private placement (7)
10.14 Registration Rights Agreement dated as of March 8, 2006, by and between Liberty Star and Cornell Capital Partners LP (8)
10.15 Standby Equity Distribution Agreement dated as of March 8, 2006, by and between Liberty Star and Cornell Capital Partners, LP (8)
10.16 Placement Agent Agreement dated as of March 8, 2006, by and between Liberty Star and Newbridge Securities Corporation (8)
10.17 Joint Venture Agreement dated October 6, 2006, by and between Liberty Star and Xstate Resources Limited (9)
10.18 Subcontracting Agreement dated October 24, 2006, by and between Liberty Star and Xstate Resources Limited (10)
10.19 Form of Securities Purchase Agreement for May 11, 2007 Senior Unsecured Convertible Promissory Notes (11)
10.20 Form of Convertible Promissory Note for May 11, 2007 Senior Unsecured Convertible Promissory Notes (11)
10.21 Form of Common Stock Purchase Warrant for May 11, 2007 Senior Unsecured Convertible Promissory Notes (11)
10.22 List of Subscribers for May 11, 2007 Senior Unsecured Convertible Promissory Notes (11)
14.1 Code of Ethics (4)
21.1 Subsidiaries: Big Chunk Corp.
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 for the fiscal year ended January 31, 2005.

   
(7)

Filed as an exhibit to our Registration Statement on Form SB-2, filed with the SEC on May 19, 2005.



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(8)

Filed as an exhibit to our Registration Statement on Form SB-2, filed with the SEC on March 23, 2006.

   
(9)

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on October 16, 2006.

   
(10)

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on October 27, 2006.

   
(11)

Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 15, 2007.


*

Filed herewith.



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SIGNATURES

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

LIBERTY STAR URANIUM & METALS CORP.

By:

 

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

Date: December 13, 2007

By:

 

/s/ Jon Young                 
Jon Young,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)

Date: December 13, 2007



AMENDED BYLAWS
OF
LIBERTY STAR URANIUM & METALS CORP.

A Nevada Corporation

ARTICLE I

S TOCKHOLDERS

S ECTION 1

Annual Meeting . Annual meetings of the Stockholders, shall be held on the day and at the time as may be set by the Board of Directors from time to time, at which annual meeting the Stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

S ECTION 2

Special Meetings . Special meetings of the Stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of Stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

S ECTION 3

Place of Meetings . All annual meetings of the Stockholders shall be held at the registered office of the Corporation or at such other place within or outside the State of Nevada as the Directors shall determine. Special meetings of the Stockholders may be held at such time and place within or outside the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice.

S ECTION 4

Quorum; Adjourned Meetings . The holders of at least ten percent (10%) of the Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.


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S ECTION 5

Voting . Each Stockholder of record of the Corporation holding Stock which is entitled to vote at this meeting shall be entitled at each meeting of Stockholders to one vote for each share of Stock standing in his name on the books of the Corporation. Upon the demand of any Stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the Stock having voting power present in person or represented by proxy shall be sufficient to elect Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

S ECTION 6

Proxies. At any meeting of the Stockholders any Stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the Stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding Officer of the meeting.

S ECTION 7

Action - Without Meeting . Any action which may be taken by the vote of the Stockholders at a meeting may be taken without a meeting if authorized by the written consent of Stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE II

D IRECTORS

S ECTION 1

Management of Corporation . The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders.

S ECTION 2

Number, Tenure, and Qualifications . The number of Directors which shall constitute the whole board shall be at least one. The number of Directors may from time to time be increased or decreased by directors' resolution to not less than one nor more than fifteen. The Directors shall be elected at the annual meeting of the Stockholders and except as provided in Section 3 of this Article, each Director elected shall hold office until his successor is elected and qualified. Directors need not be Stockholders.


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S ECTION 3

Vacancies . Vacancies in the Board of Directors including those caused by an increase in the number of Directors, may be filled by a majority of the remaining Directors, though not less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a special meeting of the Stockholders. The holders of two-thirds of the outstanding shares of Stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Directors, or if the authorized number of Directors be increased, or if the Stockholders fail at any annual or special meeting of Stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

S ECTION 4

Annual and Regular Meetings . Regular meetings of the Board of Directors shall be held at any place within or outside the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

S ECTION 5

First Meeting . The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of Stockholders and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

S ECTION 6

Special Meetings . Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice President or by any two Directors.

Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail, facsimile transmission, electronic mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In


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case such notice is mailed, it shall be deposited in the United States mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is hand delivered, faxed or emailed as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, faxing, emailing or delivery as above provided shall be due, legal and personal notice to such Director.

S ECTION 7

Business of Meetings . The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as if transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

S ECTION 8

Quorum, Adjourned Meetings . A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision alone or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour- provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time and place be fixed at the meeting adjourned.

S ECTION 9

Committees . The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the Directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.


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S ECTION 10

Action Without Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

S ECTION 11

Special Compensation . The Directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE III

N OTICES

S ECTION 1

Notice of Meetings . Notices of meetings of Stockholders shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall designate. Such notice shall state the purpose or purposes for which the meeting of Stockholders is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be delivered personally to, sent by facsimile transmission or electronic mail or shall be mailed, postage prepaid, to each Stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a Stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such Stockholder. Personal delivery of any such notice to any Officer of a Corporation or association, or to any member of a partnership shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of Stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

S ECTION 2

Effect of Irregularly Called Meetings . Whenever all parties entitled to vote at any meeting, whether of Directors or Stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting, and such consent or approval of Stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.


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S ECTION 3

Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IV

O FFICERS

S ECTION 1

Election . The Officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need be Directors. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board, Vice Chairman of the Board, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

S ECTION 2

Chairman of the Board . The Chairman of the Board shall preside at meetings of the Stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

S ECTION 3

Vice Chairman of the Board . The Vice Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

S ECTION 4

President. The President shall be the Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation. He shall execute on behalf of the Corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other Officer or agent of the Corporation.

S ECTION 5

Vice President . The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority.

S ECTION 6

Secretary The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board of


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Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

S ECTION 7

Assistant Secretaries . The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

S ECTION 8

Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

S ECTION 9

Assistant Treasurers . The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

S ECTION 10

Compensation . The salaries and compensation of all Officers of the Corporation shall be fixed by the Board of Directors.

S ECTION 11

Removal; Resignation . The Officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any Officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation. removal or otherwise shall be filled by the Board of Directors.


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ARTICLE V

C APITAL S TOCK

S ECTION 1

Certificates . Every Stockholder shall be entitled to have a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of Stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of Stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such Stock.

If a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the Corporation or its employees, the signatures of the Officers of the Corporation may be facsimiles. In case any Officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such Officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such Officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of Stock.

S ECTION 2

Surrendered, Lost or Destroyed Certificates . The Board of Directors may direct a certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of Stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

S ECTION 3

Replacement Certificates . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

S ECTION 4

Record Date . The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of Stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital Stock shall go into effect, or a date in connection with obtaining the consent of Stockholders for any purpose, as a record date for the determination of the Stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such Stockholders, and only such Stockholders as shall be


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Stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any Stock on the books of the Corporation after any such record date fixed as aforesaid.

S ECTION 5

Registered Owner . The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VI

G ENERAL P ROVISIONS

S ECTION 1

Registered Office . The registered office of this Corporation shall be in Carson City, State of Nevada.

The Corporation may also have offices at such other places both within and outside the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

S ECTION 2

Distributions . Distributions upon capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation.

S ECTION 3

Reserves. Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

S ECTION 4

Checks; Notes. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

S ECTION 5

Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.


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S ECTION 6

Corporate Seal. The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VII

I NDEMNIFICATION

S ECTION 1

Indemnification of Officers and Directors, Employees and Other Persons . Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general Corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law or otherwise, as well as their rights under this Article.

S ECTION 2

Insurance . The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

S ECTION 3

Further Bylaws. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.


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ARTICLE VIII

A MENDMENTS

S ECTION 1

Amendments by Stockholders. The Bylaws may be amended by a majority vote of all the Stock issued and outstanding and entitled to vote for the election of Directors of the Stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

S ECTION 2

Amendments by Board of Directors. The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the Stockholders, but the Stockholders may from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of Directors.


APPROVED AND ADOPTED this 14th day of December, 2007.

 

/s/ James Briscoe
James Briscoe
President

 



Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Briscoe, of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: December 13, 2007

 

/s/ James Briscoe                   
James Briscoe
President and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jon R. Young, of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: December 13, 2007

 

/s/ Jon R. Young             
Jon R. Young
Chief Financial Officer
(Principal Financial and Accounting Officer)



Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, James Briscoe, President and Chief Executive Officer of Liberty Star Uranium & Metals Corp, (formerly Liberty Star Gold Corp.), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the quarterly report on Form 10-QSB of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.) for the period ended October 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

   
(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.)

Dated: December 13, 2007

 

/s/ James Briscoe                   
James Briscoe
President and Chief Executive Officer
(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.) and will be retained by Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.) and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jon Young, Chief Financial Officer of Liberty Star Uranium & Metals Corp, (formerly Liberty Star Gold Corp.), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the quarterly report on Form 10-QSB of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.) for the period ended October 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

   
(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.)

Dated: December 13, 2007

 

/s/ Jon Young             
Jon Young
Chief Financial Officer
(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.) and will be retained by Liberty Star Uranium & Metals Corp. (formerly Liberty Star Gold Corp.) and furnished to the Securities and Exchange Commission or its staff upon request.