Pacific Booker Minerals (PBMLF) 20-F 2011 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

[     ]

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

OR

[X ]

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

For the fiscal year endedJanuary 31, 2011

OR

[     ]

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

For the transition period from ____________ to __________

OR

[  ]

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

Date of event requiring this shell company report ………………………………

Pacific Booker Minerals Inc.

(Exact name of Registrant as specified in its charter)

British Columbia

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

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

Common Shares, without par value

(Title of Class)

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

None

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

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report.                                           12,020,289

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes_X_  No___  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  _X_      No  ___

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

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

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

U.S. GAAP [  ]

International Financial Reporting Standards as issued

Other [X]

by the International Accounting Standards Board [ ]

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

Item 17_X_  Item 18 ___

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

Yes___   No  _X_ N/A__

Page 2 of 106

Index to Exhibits on Page 78

Pacific Booker Minerals Inc.

Form 20-F Annual Report

Table of Contents

	PART I	Page
Item 1.	Identity of Directors, Senior Management and Advisors	8
Item 2.	Offer Statistics and Expected Timetable	8
Item 3.	Key Information	8
Item 4.	Information on the Company	16
Item 5.	Operating and Financial Review and Prospects	38
Item 6.	Directors, Senior Management and Employees	47
Item 7.	Major Shareholders and Related Party Transactions	53
Item 8.	Financial Information	54
Item 9.	The Offer and Listing	54
Item 10.	Additional Information	61
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	75
Item 12.	Description of Other Securities Other Than Equity Securities	75
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	75
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	75
Item 15.	Controls and Procedures	75
Item 16.	Reserved	77
Item 16A.	Audit Committee Financial Expert	77
Item 16B.	Code of Ethics	77
Item 16C.	Principal Accountant Fees and Services	77
Item 16D.	Exemptions from Listing Standards for Audit Committees	78
Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	78
	PART III
Item 17.	Financial Statements	78
Item 18.	Financial Statements	78
Item 19.	Exhibits	78

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METRIC EQUIVALENTS

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

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

Glossary of Terms

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

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

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

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

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

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

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

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

Chalcopyrite - A sulphide mineral of copper and iron.

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

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

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

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

Diorite - An intrusive igneous rock.

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

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

Epithermal – low temperature hydrothermal process or product.

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

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

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

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

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

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

Geochemistry - The study of the chemical properties of rocks.

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

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

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

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

Hornblende -A felsic plutonic rock.

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

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

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

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

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

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

LT - long tons.

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

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

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

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

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

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

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

MLT - thousands of long tons.

Net Smelter Return ("NSR") - revenue available from the concentrate produced. It does not include the processing costs associated with producing the concentrate.  NSR is an imput to the determination of cut-off grade.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Showing - Surface occurrence of mineral.

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

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

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

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

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

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

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

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

Tuff -A general term for all consolidated pyroclastic rocks.

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

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

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

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

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Part I

Item 1.  Identity of Directors, Senior Management and Advisors

Table No. 1

Company Directors and Officers

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

The Company’s auditor for the fiscal years of 2011, 2010, 2009 and 2008 ended January 31 was Meyers Norris Penny LLP (formerly Cinnamon Jang Willoughby & Company), Chartered Accountants, Suite 2300 - 1055 Dunsmuir Street, Vancouver, British Columbia, Canada, V7X 1J1.  The Company’s prior auditor for fiscal 2007 was Davidson & Company LLP, Chartered Accountants, 1200 - 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1G6. There were no disagreements between the Company and Davidson & Company, LLP.

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

Item 2.  Offer Statistics and Expected Timetable

Not Applicable

Item 3.  Key Information

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

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SELECTED FINANCIAL DATA

The selected financial data of the Company for Fiscal Year 2011, 2010, and 2009 ended January 31 were derived from the financial statements audited by Meyers Norris Penny LLP (formerly Cinnamon Jang Willoughby & Company), Chartered Accounts, as indicated by its audit reports which are included elsewhere in this annual report. The Financial Statements for the Years Ended January 31, 2008 were audited by Meyers Norris Penny LLP, and the financial statements for 2007 were audited by Davidson & Company LLP, Chartered Accountants, but are not included herein.

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

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

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

Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)

	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended
	1/31/11	1/31/10	1/31/09	1/31/08	1/31/07
Revenue	$0	$0	$0	$0	$0
Net Income (Loss)	($1,951)	($2,254)	($2,230)	($2,222)	($1,365)
Net Income (Loss) Per Share	($0.17)	($0.20)	($0.20)	($0.23)	($0.17)
Dividends Per Share	$0	$0	$0	$0	$0
Wtg. Avg. Shares (000)	11,780	11,438	11,025	9,497	8,142
Working Capital	$1,529	$2,831	$6,144	$5,058	$3,748
Mineral Properties	$27,497	$25,621	$22,439	$17,625	$14,278
Long-Term Debt	Nil	Nil	Nil	Nil	Nil
Shareholder’s Equity	$29,213	$28,665	$28,729	$22,838	$18,194
Total Assets	$29,596	$29,294	$29,766	$23,455	$18,677
US GAAP Net Loss	($3,827)	($5,436)	($7,044)	($5,569)	($3,712)
US GAAP Loss Per Share	($0.32)	($0.48)	($0.64)	($0.59)	($0.46)
US GAAP Wtg. Avg. Shares	11,780	11,438	11,025	9,497	8,142
US GAAP Equity	$6,408	$7,736	$10,982	$9,905	$8,608
US GAAP Total Assets	$6,791	$8,365	$12,020	$10,523	$9,091
US GAAP Mineral Properties	$4,693	$4,693	$4,693	$4,693	$4,693

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

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

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

Table No. 3

Canadian Dollar/U.S. Dollar

Period	Average	High	Low	Close
Year Ended 12/31/10	$   1.04	$    1.08	$   1.00	$   1.00
Year Ended 12/31/09	1.14	1.30	1.03	1.05
Year Ended 12/31/08	1.08	1.30	0.97	1.22
Year Ended 12/31/07	1.07	1.19	0.92	0.99
Year Ended 12/31/06	1.13	1.17	1.10	1.17
Three Months Ended   6/30/11	$  0.96	$   0.99	$   0.95	$   0.96
Three Months Ended   3/31/11	0.98	1.00	0.97	0.97
Three Months Ended 12/31/10	1.02	1.03	1.00	1.00
Three Months Ended   9/30/10	1.04	1.06	1.02	1.03
Three Months Ended   6/30/10	1.04	1.08	1.00	1.06
Three Months Ended   3/31/10	1.05	1.07	1.01	1.02
Three Months Ended 12/31/09	1.06	1.08	1.03	1.05
Three Months Ended   9/30/09	1.08	1.17	1.06	1.07
Three Months Ended   6/30/09	1.15	1.26	1.08	1.16
Three Months Ended   3/31/09	1.27	1.30	1.18	1.26
Three Months Ended 12/31/08	1.23	1.30	1.06	1.22
Three Months Ended   9/30/08	1.05	1.08	1.00	1.06
Three Months Ended   6/30/08	1.01	1.03	0.98	1.02
June 2011		$   0.99	$   0.96	$   0.96
May 2011		0.98	0.95	0.97
April 2011		0.97	0.95	0.95
March 2011		0.99	0.97	0.97
February 2011		1.00	0.97	0.97
January 2011		1.00	0.99	1.00

The exchange rate was $0.96 at noon on June 30, 2011.

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Forward Looking Statements

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

Statement of Capitalization and Indebtedness

Not Applicable

Risk Factors

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

Risks Associated with Mineral Exploration

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

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

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

The Company is currently focusing all of its efforts and funds on the Morrison Project, which is at the exploration stage. If the Company is successful in obtaining the required environmental certificates and mining permits, substantial additional work and funds will be required in order to bring the Company through the development stage. Mineral Exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

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The Company's Mineral Reserve Disclosure are Estimates Only, and May Not Be Economic

The calculation of mineral reserves on the Morrison Property are estimates, and there is no certainty that the mineral deposits will be brought into commercial production. The commercial viability of a mineral deposit is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade, metal recoveries, and proximity to infrastructure, as well as metal prices.  Most of these factors are beyond the control of the Company. Even if the Company’s properties are brought into production, operations my not be profitable. The Company is an exploration stage company with no history of pre-tax profit and no income from its operations.

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

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

The Mining Industry is Highly Competitive

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

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

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

The Company is Subject to Substantial Government Regulatory Requirements

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

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

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

The Company is Subject to Substantial Environmental Requirements

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

Currently, the Company has $123,600 on deposit as a reclamation bond for exploration work and site disturbance at the Morrison property.  These allocated funds have been deposited for the benefit of the Province of British Columbia until released upon approval from the Province after all necessary reclamation work on the property has been performed.  If the reclamation is more prolonged and requires funds in addition to those already allocated, Pacific Booker could be forced to pay for the extra work and it could have a significant negative impact upon the Company’s financial position and operations.

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Financing Risks

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

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

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

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

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

As of January 31, 2011, the end of the Company’s most recent fiscal year, the Company had a deficit of $23,760,283.  None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  Historically, the only source of funds available to the company has been through the sale of its common shares.  Any future additional equity financing would cause dilution to current stockholders.  If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

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Risks Relating to an Investment in the Securities of the Company

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

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

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

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

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

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

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

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

Item 4.  Information on the Company

DESCRIPTION OF BUSINESS

Introduction

The Company’s executive office is located at:

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

Telephone: (604) 681-8556

Facsimile: (604) 687-5995

E-Mail:info@pacificbooker.com

Website:www.pacificbooker.com

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

The Company currently leases its executive offices in Vancouver The lease covers approximately 1,966 square feet and runs through October 31, 2011. The terms of rent are as follows:

February 1, 2011 to October 31, 2011 $61,973

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

The Company's fiscal year ends January 31^st.

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

The authorized share capital of the Company consists of 100,000,000 common shares without par value. As of January 31, 2011, the end of the most recent fiscal year, there were 12,020,289 common shares issued and outstanding.

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Corporate Background

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

The Company presently has no subsidiaries.

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

History and Development of the Business

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

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

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

Since the acquisition of the Morrison project in 1997, the Company has concentrated its efforts on exploring the project and initiated a Full Feasibility Study on the Morrison project in January 2004.

In 1995, the Company acquired 100% interests in the Copper and CUB mineral claims located near the Morrison project.  During the year ended January 31, 2005, the value of the Copper and CUB claims were written off.

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

On March 12, 2009, the Company released the positive full Feasibility Study on the Morrison Project as completed by Wardrop Engineering Ltd. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.

Business Overview

All of the Company’s mineral operations are located in Canada. The Company and all of its properties are at the exploration stage. Currently, the Company is completing the required permitting of its Morrison Project. Based upon the positive full Feasibility Study, the Company intends to proceed with development of a mine at Morrison once the required permits are received.

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

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

Mineral Properties

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

Morrison Project

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

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The project is currently at the exploration stage. In March 2009, the Company received a positive Full Feasibility Study on the project and is currently in the process of obtaining the environmental certificates and permits necessary to proceed to the development stage.

Location and Access

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

Mineral Claims and Land Title

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

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

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

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

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

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How Acquired

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

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

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

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

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

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

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

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Regional Geology

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

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

Property Geology

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

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

Current Infrastructure

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

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

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

Previous Exploration History

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

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

Prior Exploration by Pacific Booker

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

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

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

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

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

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

Current Exploration and Morrison Feasibility Study

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

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

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

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

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

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

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

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

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

•

Wardrop Engineering Inc – to complete the Feasibility Study.

•

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

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

•

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

•

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

•

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

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During fiscal 2007, work on the project included:

•

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

•

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

•

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

•

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

•

Completed a waste management site alternative study.

•

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

•

Commenced with metallurgical (grindability) testing.

•

Additional Environmental Baseline Studies.

•

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

•

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

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

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

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

		Average Grade				Contained Metal
Class	Tonnes	Cu EQ (%)	Cu (%)	Au (g./t)	Mo (%)	Cu (lb) 000,000’s	Au(oz) 000’s	Mo(lb) 000’s
Measured	96,516	0.47	0.40	0.20	0.004	851.13	614.4	8,511
Indicated	110,353	0.46	0.39	0.20	0.005	936.66	691.8	12,164
Total Measured/Indicated	206,869	0.46	0.39	0.20	0.005	1,787.78	1,306.3	20,676

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

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

		Average Grade				Contained Metal
Class	Tonnes	Cu EQ (%)	Cu (%)	Au (g./t)	Mo (%)	Cu (lb) 000,000’s	Au (oz) 000’s	Mo (lb) 000’s
Inferred	56,524	0.47	0.40	0.21	0.005	494.72	374.4	6,231

Sample Protocols

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

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

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

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

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Fiscal 2008 Work

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

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

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

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

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

Fiscal 2009 Work

Work on the full Feasibility Study and the environmental assessment continued during Fiscal 2009 and was completed early in Fiscal 2010.  Nilsson Mine Services finalized the mine plan based on the four year trailing average metal prices of Copper $2.75, Gold $658.32 and Molybdenum $29.23, resource reserves, haulage costs, and pit optimization.  As a result of the increase in the mineable reserve, the plan for disposal of Waste Rock (PAG/NAG) was revised.  The revised plan is to store the waste rock near the Open Pit rather than inside the Tailings Storage Facility to reduce both Capital and Operating Costs, requiring a revision of the General Site Arrangement including the relocation of the primary crusher, process plant, on-site administration facilities, waste rock storage, low-grade ore stock-pile and organic material storage.  Also required was a Geotechnical, Hydrogeology and Condemnation Drill program; and test-pitting program, including : the drilling of four geotechnical and six water monitoring drill holes in the proposed plant site, waste storage and low grade ore stockpile areas; one condemnation drill hole in the plant site area; seven test-pits for soil characterization in the open pit area; and fourteen test-pits in the proposed plant site, waste rock storage, low grade ore stock pile, and over-burden storage areas; and an update of the Capital and Operating costs.  

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The Feasibility Study was completed by Wardrop Engineering Ltd. (a Tetra Tech Company), on March 12, 2009. The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.  Updated Project Description was completed and submitted to British Columbia Environmental Assessment Office in September 2008.  During the fiscal year, meetings and communication with key government people and agencies (including Hon. Gordon Hogg, Minister of State for Mining (MEMPR); John Cavanagh, Assistant Deputy Minister (EAO, MEMPR) and Robin Junger, Associate Deputy Minister Environment) continued.  

On November 9, 2008, the Company and the Lake Babine Nation (“LBN”) signed a Capacity Funding agreement for the LBN to participate in the Environmental Assessment and for community engagement.  On December 30, 2008, in response to an unexpected and allegedly defamatory press release issued by Chief Betty Patrick on October 14, 2008, the Company filed a Statement of Claim against the Lake Babine Nation (“LBN”). The Company requested a public retraction of the press release but no response was received from the LBN. On October 22, 2009, in the spirit of cooperation and in consideration of the election of a new Chief and Council, the Company discontinued the legal proceedings. The Company is providing the LBN with capacity funding to enable effective consultations in the environmental assessment process, as well as developing a communications protocol.

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

Fiscal 2010 Work

Work on the full Feasibility Study was completed and the environmental assessment work continued during Fiscal 2010 and continued into Fiscal 2011.  The Feasibility Study was completed by Wardrop Engineering Ltd., a Tetra Tech Company, on March 12, 2009.  The study describes the scope, design features and financial viability of a conventional open pit mine with a 30,000 tonnes per day mill.

The total mineable reserves from the Feasibility Study are given below:

Category	Tonnes	Cu %	Au (g/t)	Mo (%)
Proven	115,121,000	0.355	0.173	0.004
Probable	109,130,000	0.304	0.152	0.004
Total Proven and Probable	224,241,000	0.330	0.163	0.004

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Cut-off grade was determined by combining mining, processing, disposal and overhead costs of the ore, as well as the Net Smelter Return ("NSR") from the concentrate produced. Estimates used include Operating Costs of CDN$8.15 per tonne milled over the life of the mine, and the overburden and waste total is 184.12 Mt for a strip ratio of 0.82:1.  NSR cut-off-value is $CDN5.60/t, based upon the geo-spatial location of the ore within the mine design. The cut-off grade is determined when the cost of processing a block as ore equals the cost of handling the block as waste.

Metal prices used in the study were a four year trailing average (as of January 12, 2009) of $2.75/lb Copper, $658.32/oz Gold, and $29.23/lb Molybdenum, at an exchange rate of US$0.87. Metallurgical test-work to date has reported silver present in the concentrate, but silver was not included in the financial analysis.  Recovered metal is estimated at 1.37 billion lb Cu, 658,090 oz Au and 10.05 million lb Mo. Metal recoveries are estimated at 84% Cu, 56% Au, and 50% Mo. Mine life is estimated to be 21 years, and capital costs are estimated at CDN$516.68 million (including a CDN$59.92 million contingency allocation). Pre-Income Tax Internal Rate of Return (IRR) of 20.05%, based on Net Present Value (NPV) at 8.0% discount rate is CDN$495.9M; and the Payback period on capital is 4.2 years.  A copy of the Feasibility Study was filed on EDGAR under Form 6-K on April 23, 2009.

With the receipt of the positive Feasibility Study, the Company focused its efforts on permitting issues for the planned development of the Morrison project. On May 22, 2009, the British Columbia Environmental Assessment Office ("BCEAO") issued the Final Terms of Reference for an Environmental Assessment Certificate application.  An Application for an Environmental Assessment Certificate was submitted by the Company to the BCEAO on September 28, 2009.  The Application was evaluated to determine if the Application addressed all the items in the Application Terms of Reference.  On October 27, 2009, the EAO issued a letter to the Company accompanied by a list of deficiencies in the Application itemized in a Screening Evaluation Table.  The Screening Evaluation Table identified information or clarification requests to be addressed by the Company for the Application to progress to the Review stage.  In addition, the Company submitted Licenses and Permits, including Mining Lease (MEMPR), Crown Lease for mineral tenure 520519 (tailings storage facility) (ILMB), Statutory Right-of-Way Crown Land Tenure for a transmission line (ILMB), Occupant License to Cut for the mine site (MOFR), Special Use Permit (MOFR), Road Permits and Road Use Agreements (MOFR),and Forest License to Cut for the transmission line (MOFR), for Concurrent Review with the Application for an Environmental Assessment Certificate.

On July 14, 2009, pursuant to the Canadian Environmental Assessment Act (CEAA), Fisheries and Oceans (DFO), Natural Resources (NRCan), Transport Canada (TC) issued a Notice of Commencement to conduct a comprehensive study.  The BCEAO and the Canadian Environmental Assessment Agency will coordinate their respective review processes to ensure that joint steps are undertaken wherever that can appropriately be done consistent with the Canada-British Columbia Agreement for Environmental Assessment.  The Morrison Copper/Gold Project was accepted as an MPMO project by Major Project Management Office (MPMO) who oversee and track the federal review and Aboriginal engagement and consultation for major resource projects.  

For the fiscal year ended January 31, 2010, the Company incurred $3,182,035 in expenditures on the Morrison property.

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Fiscal 2011 Work

Work to support the environmental assessments continued during Fiscal 2011.

From January to March 2010, the Company completed a drill program around the perimeter of the proposed open pit in order to better characterize the Acid Rock Drainage and Metal Leaching ("ML-ARD") potential of waste rock and pit walls.  The hydraulic conductivity of the rock and faults was also tested and the geotechnical characteristics of the rock observed.  This work was requested by Ministry of Environment to address information gaps in the EAC Application.  Results from the drilling indicated that waste rock and pit walls contain less pyrite than had been predicted in preliminary assessments.  ABA testing of the rock was included in the assessment of the ML-ARD potential of the waste rock and pit walls.

In May 2010, an Addendum to address the deficiencies in the EAC Application to the BCEAO was submitted.  On July 12th, the BCEAO announced that they had accepted the Company’s Application for an EAC for Review.  The BCEAO also informed the Company that it had met the requirements of the Section 11 Order with respect to both public and First Nations Consultation and was satisfied with the Consultation Plans proposed by the Company for the Application Review period.  Therefore, the 180-­day Application Review Period commenced on July 12, 2010.

On October 28, 2010, the Company requested a temporary timeline suspension of EAC Application review period, to allow the Company the opportunity to respond thoroughly to the comments and issues raised by the reviewers of the Application.  The Company submitted its responses to all comments and issues on November 19, 2010 in the Review Response Report and requested that the timeline suspension be lifted and that the review period resume starting at day 109 of the 180-day review period.

On December 16, 2010, the Company met with BCEAO, and Canadian Environmental Assessment Agency (“CEAA”) to discuss reviews of tracking tables (this table tracks the comments and responses to the comments raised during the review process), the Table of Commitments and the BCEAO draft Assessment Report.  During the meeting, BCEAO requested that the Company consider changes to the project design, mainly dealing with changes to the closure phase of the project and water management.  The changes were intended to significantly reduce the risk of long term residual and cumulative effects and in the potential magnitude of effects associated with the operating and closure plan.

As per the Project Terms of Reference and Canadian legislation, the Company must devise a Fish Habitat Compensation Plan ("FHCP") to replace fish-bearing and aquatic habitat that will be lost as a result of the Project.  The amount of fish-bearing habitat lost is 0.125 ha resulting from partial dewatering of some streams, the freshwater intake pipe-line and effluent discharge pipeline.  Maintaining fish productivity is a key objective so compensation ratios may, to ensure adequate compensation, require more habitats be created than is lost.  In general, new habitat is required to replace lost habitat at a 2:1 ratio however the submitted FHCP provides new habitat at a 3:1 ratio.  An approved FHCP is required to obtain Fisheries Act authorizations that are prerequisites for Project approval.  The Company submitted a FHCP to DFO and EAO on December 8, 2010.

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The Lake Babine Nation (“LBN”) completed a Salmon Spawning Survey in October/November 2010.  The total salmon escapement for the Morrison watershed was 10,132 Sockeye and 1,002 Coho.  This compares with historical averages.

LBN completed a study with respect to relocating the location of the Overburden Stockpile from Morrison Point as it was considered to being a barrier to wildlife migration, potentially too close to Morrison Lake with the potential to contribute dust and drainage to the lake which would impact salmon spawning.  As a result, the Overburden Stockpile was relocated inland 700 meters from Morrison Lake.

The Morrison Copper/Gold Project has been identified as a major natural resource project.  The federal Major Projects Management Office ("MPMO") will track and monitor the progress of the Project through the federal EA and ensure service standards and timelines are met.  On May 10, 2010, MPMO completed the Project Agreement and posted the document on their website: (http://www.mpmo.gc.ca/project-projet/morrison-eng.php).  The Agreement describes the federal review process and outlines the key roles, responsibilities and service standards required of the Proponent and federal agencies.  The federal review includes environmental assessment, regulatory reviews, aboriginal engagement and consultation activities.  Federal agencies signatory to the Agreement include: Canadian Environmental Assessment Agency, Natural Resources Canada, Fisheries and Oceans Canada, Environment Canada, Transport Canada and Indian and Northern Affairs Canada.

For the fiscal year ended January 31, 2011, the Company incurred $1,876,149 in expenditures on the Morrison property.

Anticipated Fiscal 2012 Work

As a result of the December 16, 2010 meeting with BCEAO, and Canadian Environmental Assessment Agency (“CEAA”), the Company proceeded with incorporating the changes into a conceptual design which was subsequently discussed with BCEAO and other reviewers on January 25, February 21 and February 25, 2011.  Feedback from these meetings was used prepare a Review Response Report.  The Review Response Report was submitted to the BCEAO on March 30, 2011.  The Company also submitted an Application Information Key (“AIK”) identifying the order of precedence guiding how the various documents submitted should be considered by order of precedence addressing any potential ambiguities between documents, such as variations in results or assessments, by identifying the more current documents that take precedence over prior documents.

Further comments from the BCEAO were received on April 15, 2011 that dealt mainly with the segregation of waste rock.  The Company expanded on the waste segregation plan and submitted this plan to the BCEAO and CEAA for review on April 26, 2011.  Additional comments from the Federal agencies, Environment Canada and Natural Resources Canada were then received on May 25, 2011.

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Considering all the comments received as well as additional data acquired from field work during spring break-up, Review Response Report Rev. 2 was submitted to the BCEAO on July 4, 2011, along with the request that the EAC Application Review timeline suspension be lifted such that the Review period will resume starting at day 109 of the 180-day review period.

As a result of comments received from the Department of Fisheries and Oceans (DFO) Canada, PBM submitted an updated Fish Habitat Compensation Plan (FHCP) to DFO and EAO on March 23, 2011.

EDI Environmental Inc. along with the participation of The Lake Babine Nation completed a moose and mule deer winter survey in February 2011 to determine habitat use within the Project area during typical winter activity.

The BCEAO has accepted the following Licences and Permits for Concurrent Review:

1.

Mining Lease, Ministry of Energy Mines and Petroleum Resources

2.

Crown Lease for mineral tenure 520519 (tailings storage facility), Integrated Land Management Bureau

3.

Statutory Right-of-Way Crown Land Tenure for the transmission line, Integrated Land Management Bureau

4.

Occupant Licence to Cut for the mine site, Ministry of Forests and Range

5.

Special Use Permit, Ministry of Forests and Range

6.

Road Permits and Road Use Agreements, Ministry of Forests and Range

7.

Forest Licence to Cut for the transmission line, Ministry of Forests and Range

Upon issuance of an Environmental Assessment Certificate, the Company expects to proceed with the planned development of the Morrison Mine

The Company estimates its expenditures for the anticipated work on the Morrison project for the year ended January 31, 2012 will be CDN$1,200,000.

Hearne Hill Property

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

How Acquired

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

1)

$60,000 in total option payments;

2)

$100,000 in royalty payments per year;

3)

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

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

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

Property Geology – Hearne Hill

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

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

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

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

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Exploration History

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

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

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

Copper and CUB Properties

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

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

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

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

Item 5.  Operating and Financial Review and Prospects

Overview

The Company's financial statements are stated in Canadian Dollars (C$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 18 to the financial statements for the fiscal year ended January 31, 2011.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.00 as of January 31, 2011.

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

As a mineral explorer in the Province of British Columbia, the Company was eligible to receive British Columbia Mining Tax Credits for “grass-roots” exploration expenditures.  These credits are a percentage of the Company’s eligible exploration expenditures made each year.  The credits are refundable annually, and application for reimbursement is made along with the Company’s annual Federal tax return.  After a review by the tax authorities, the Canadian Federal government, on behalf of the British Columbia Provincial government, issues a check for those credits.  Since the refund process typically takes about a year, the Company accounts for these tax credits as a Receivable on its balance sheet upon the Company attaining reasonable assurance of collection from the Canadian Federal Government.  At January 31, 2011, the Company had no receivable on its Balance Sheet for the mining tax credit because the exploration work done is no longer considered “grass-roots” exploration.

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

Results of Operations

Year Ended 1/31/2011 vs. Year Ended 1/31/2010

During the year, the Company continued work on the environmental assessment and permitting requirements on the Morrison project.

The net loss for the year ended January 31, 2011 was ($1,950,708), or ($0.17) per share, compared to a loss of ($2,254,085), or ($0.20) per share for the year ended January 31, 2010.  The reduced loss in the current year included a decrease in Shareholder information and promotion to ($85,949) from ($230,613) due to a decrease in outside promotional assistance and a reduction in media costs;  a reduction in Stock-based Compensation expense of ($935,198) compared to ($1,261,022) in the prior year, with the decrease due to a reduced cost for stock options granted during the year;  Professional Fees increased to ($313,395) from ($124,615) due to the legal fees related the Rescan Civil claim and the Hearne Hill property suit;  Travel costs decreased  to ($46,250) from ($68,566) due to the reduction in travelling required.  Wages and Benefits, Filing and Transfer Agent Fees, Office and Miscellaneous, Office rent and Telephone all remained about the same as in Fiscal 2010.

Interest income for the year was $14,610 which was lower than the $20,436 recorded in the prior fiscal year due to the decrease in the prime interest rate and the amount of cash held during the current year.  All of the Company’s funds are held by the Company’s chartered bank in Canada, and all deposit certificates currently held are fully redeemable at any time, with the interest rates tied to the prime interest rate of the bank.

Year Ended 1/31/2010 vs. Year Ended 1/31/2009

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

The net loss for the year ended January 31, 2010 was ($2,254,085), or ($0.20) per share, compared to a loss of ($2,229,730), or ($0.20) per share for the year ended January 31, 2009.  The higher loss in the current year included a decrease in Stock-based Compensation expense of ($1,261,022) compared to ($1,738,125) in the prior year, with the decrease due to a reduced cost for stock options granted during the year;  Shareholder information and promotion rose to ($230,613) from ($198,132) due to increased promotional activity and media costs.  Professional Fees decreased to ($124,615) from ($226,221) due to the legal fees related to the Hearne Hill property suit and the Lake Babine Nation issues in the preceding year; Wages and Benefits increased to ($24,698) from ($6,122) due to the addition of one employee and the related costs for the taxable benefit deemed on the exercise of options by directors, consultants, and employees in fiscal 2010.  Filing and Transfer Agent Fees, Office and Miscellaneous, Office rent, Telephone and Travel costs all remained about the same as in Fiscal 2009.

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Interest income for the year was $20,436 which was lower than the $173,848 recorded in the prior fiscal year due to the decrease in the prime interest rate and the amount of cash held during the current year.  All of the Company’s funds are held by the Company’s chartered bank in Canada, and all deposit certificates currently held are fully redeemable at any time, with the interest rates tied to the prime interest rate of the bank.

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

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

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

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

Critical Accounting Policies and Estimates

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, we evaluate our estimates and assumptions.  The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.  The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.  To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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The most significant estimates made by management relate to amounts recorded for the depreciation of capital assets, measurement of stock-based compensation, future income tax assets and liabilities, the recoverability of mineral properties, and the provision for the asset retirement obligation.

Depreciation of Capital Assets

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

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

Stock-based compensation

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

Future income taxes

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

Mineral property interests and deferred exploration costs

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

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

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Asset retirement obligation

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

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

The Company does not have any significant asset retirement obligations.

Liquidity and Capital Resources

The Company’s working capital position as of January 31, 2011, the end of the most recent fiscal year, was $1,528,588.  Subsequent to the year end through July 1st, the Company has issued 171,000 common shares pursuant to the exercise of stock options, but has not issued any common shares pursuant to the exercise of warrants.  Combined with the Company’s working capital as of January 31, 2011, the funds raised by the anticipated exercises of options are expected to be sufficient for the fiscal 2012 budgeted amounts of $1,200,000 for the ongoing work on the Morrison project and fiscal 2012’s estimated General and Administrative expenses of $3,425,000 (of which approximately $2,450,000 are non cash items).

Although the Company expects to have sufficient working capital for its planned property expenditures and general and administrative expenses for fiscal 2012, the Company has no cash flow from operations, and additional funds will be required for fiscal 2013.  The Company’s ability to continue as a going concern depends upon its ability to raise additional funds to meet its business objectives.  If the Company is unable to raise additional funds to meet its requirements, it may be forced to suspend the work process, or cease operations altogether.

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

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

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Table No. 4

Private Placements

Fiscal Year Ended January 31	Type of Share Issuance	Number of Common Shares Issued	Price	Total Proceeds
2007	Private Placement	970,200	$      4.00	$    3,880,800
	Private Placement	500,000	$      5.00	$    2,500,000
2008	None	Nil	Nil	Nil
2009	None	Nil	Nil	Nil
2010	None	Nil	Nil	Nil
2011	None	Nil	Nil	Nil

Year Ended January 31, 2011

The Company’s Working Capital as of January 31, 2011 was $1,528,588.  During the year, Operating Activities used cash of ($965,130).  In addition to the fiscal year’s net loss of ($1,950,708), other non-cash charges included Stock-based Compensation of ($935,198) and Amortization of $29,115.  Changes in non-cash working capital items included decrease in Receivables of ($12,919), increase in amounts owing to related parties of $4,713, increase in Prepaids and Deposits of $8,035, and increase in Accounts Payable and Accrued Liabilities of $11,668.  Investing Activities used cash of ($2,142,194), which included cash used for Deferred Exploration of ($2,137,956), and Purchase of Equipment, Vehicles or Furniture of ($4,238).  Financing Activities provided cash of $1,564,000, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 380,000 common shares. pursuant to the exercise of stock options for proceeds of $1,564,000.

Year Ended January 31, 2010

The Company’s Working Capital as of January 31, 2010 was $2,830,540.  During the year, Operating Activities used cash of ($975,762).  In addition to the fiscal year’s net loss of ($2,254,085), other non-cash charges included Stock-based Compensation of ($1,261,022) and Amortization of $21,822.  Changes in non-cash working capital items included decrease in Receivables of ($41,301), decrease in amounts owing to related parties of ($4,375), increase in Prepaids and Deposits of $4,547, and decrease in Accounts Payable and Accrued Liabilities of $36,900.  Investing Activities used cash of ($3,637,743), which included cash used for Deferred Exploration of ($3,547,826), and for an additional amount to be held as a Reclamation Deposit of ($5,000) and Purchase of Equipment, Vehicles or Furniture of ($84,917).  Financing Activities provided cash of $928,800, with the entire amount from the Issuance of Capital Stock.

During the year, the Company issued 240,000 common shares. pursuant to the exercise of stock options for proceeds of $928,800

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Year Ended January 31, 2009

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

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

US GAAP Reconciliation with Canadian GAAP

Mineral property interests and deferred exploration costs

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

Stock-based compensation

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

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Under Canadian GAAP, the Company accounts for stock-based compensation using the fair value method.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended January 31, 2010, 2009, and 2008.

Contributed executive services

Pursuant to SAB Topic 1:B(1) and the last paragraph of SAB 5:T, the Company is required to report all costs of conducting its business.  Effective for the fiscal years ended January 31, 2011, 2010, and 2009, the Company is compensating directors for attendance at meetings and therefore no adjustment for fair value of contributed executive services is required.

Amortization of property equipment, vehicles and furniture

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

The reader is advised to consult Pacific Booker’s audited annual financial statements for the year ended January 31, 2011, particularly Note 18, for quantification of the differences.

Conversion to International Financial Reporting Standards

In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that has significantly affected financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian GAAP with International Financial Reporting Standards ("IFRS") over an expected five year transitional period.  In February 2008, the AcSB announced that 2011 would be the changeover date for publicly accountable companies to use IFRS, replacing Canadian GAAP.  As a result, the Company will adopt IFRS for its financial reporting beginning with the interim financial statements for the first quarter of fiscal 2012 ended April 30, 2011, with comparative information for fiscal 2011 restated.

The Company has evaluated the transition from Canadian GAAP to IFRS and determined the largest changed in its financial reporting will be the method of expense for Share Based Payments (previously called Stock Based Compensation). Under Canadian GAAP, awards with graded vesting provisions are treated as a single award for both measurement and recognition purposes. For the Company, it has been 1/8 of the total stock based compensation for the entire grant, each 3 month period for 8 quarters.  IFRS 2 requires that such awards be treated as a series of individual awards, with compensation measured and recognized separately for each vesting of options within a grant that has a different vesting date. For the Company, that is the first vesting has the stock based payment expense for the first vesting and a portion of each subsequent vesting, prorated over the period up to the actual vesting of the options.  This will result in a timing difference in recognition of share based payment expenses.  

Variation in Operating Results

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

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

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as noted in Note 18 to the financial statements.  The value of the Canadian Dollar in relationship to the US Dollar was $1.00 as of January 31, 2011.

Research and Development

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

Trend Information

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

Off-Balance Sheet Arrangements

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

Tabular Disclosure of Contractual Obligations

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

The Company leases its Vancouver office, which runs through October 31, 2011.

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Table No. 5

Contractual Obligations

As of February 1, 2011

	Payments due by period
	Total	less than 1  year	1 – 3 years	3 – 5  Years	more  than 5  years
Long-Term Debt Obligations	None	None	None	None	None
Capital Lease Obligations	None	None	None	None	None
Operating Lease Obligations	$61,973	$61,973	None	None	None
Purchase Obligations	None	None	None	None	None
Other Long-Term Liabilities	None	None	None	None	None

Item 6.  Directors, Senior Management and Employees

Table No. 6 lists as of 7/15/11 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  At the Annual and Extra-Ordinary General Meeting of Shareholders held on May 30, 2011, all the Directors were reelected for the next year.  All Directors are citizens of Canada except Gregory Anderson, Mark Gulbrandson, and Dr. Dennis Simmons, who are citizens of the United States.

Table No. 6

Directors

Name	Age	Date First Elected/Appointed
Gregory Anderson	55	June 24, 2005
William Deeks	78	March 17, 1997
Mark Gulbrandson	58	June 24, 2005
John J. Plourde	68	December 30, 1999
Dr. Dennis Simmons	59	November 29, 2006
Erik Tornquist	63	June 24, 2005
William F. Webster	67	June 24, 2005

Table No. 7 lists, as of 7/15/11, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada except Gregory Anderson, who is a citizen of the United States.

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Table No. 7

Executive Officers

Name	Position	Age	Date of Appointment
Gregory Anderson	President and CEO	55	June 24, 2005
Ruth Swan	Chief Financial Officer	54	April 20, 2006

Gregory Anderson was named President, Chief Executive Officer and a Director of the Company at the Annual & General Meeting held on June 24, 2005.  Mr. Anderson’s background includes corporate finance, investment and brokerage experience, including the last 23 years in mining company finance.  From 1997 until his appointment as an officer and director with the Company, he owned GR Consulting, a private corporate consulting business, and assisted the Company with corporate finance and investor relations.  Mr. Anderson spends approximately 100% of his time on the Company’s affairs.

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

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

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

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

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

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

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

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

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

COMPENSATION

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

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At the Company’s Annual and Extra-Ordinary General Meeting of Shareholder’s held on May 30, 2011, shareholders approved the adoption of the Company’s new Stock Option Plan dated 2011 (the “Plan”).  The purpose of the Plan is to assist the Company in compensating, attracting, retaining and motivating personnel, including directors, officers and service providers.  The Plan is discussed in ITEM #10, "Stock Options".

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

Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted

Name	Fiscal Year	Salary	Options Granted	Directors’ Fees	Other Compensation
Gregory Anderson CEO, President and Director	2011 2010 2009	None None None	49,400 20,000 92,500	None None None	$123,864 (1) $135,910 (1) $129,371 (1)
William Deeks Chairman and Director	2011 2010 2009	None None None	49,400 20,000 70,000	$3,000 $3,500 $3,500	None None None
Ruth Swan, Chief Financial Officer and Corporate Secretary	2011 2010 2009	None None None	14,900 10,000 10,030	N/A N/A N/A	$  31,913 (2) $  28,208 (2) $  29,873 (2)
John Plourde, Director	2011 2010 2009	None None None	49,400 20,000 92,500	None None None	$132,000 (3) $132,000 (3) $132,000 (3)
Mark Gulbrandson, Director	2011 2010 2009	None None None	49,400 20,000 70,000	$3,000 $3,500 $3,000	None None None
Dr. Dennis Simmons, Director	2011 2010 2009	None None None	49,400 20,000 70,000	$3,000 $3,500 $3,000	None None None
Erik Tornquist, Director	2011 2010 2009	None None None	49,400 20,000 92,500	None None None	$   96,000 (4) $ 116,000 (4) $   88,500 (4)
William Webster, Director	2011 2010 2009	None None None	49,400 20,000 70,000	$3,500 $3,500 $3,500	None None None

(1)

The “Other Compensation” for Gregory Anderson, President and CEO, is for investor relations services performed for the Company.

(2)

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

(3)

The “Other Compensation” listed for John Plourde, Director, relates to investor relations work performed for the Company.

(4)

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

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No funds were set aside or accrued by the Company during Fiscal 2011 to provide pension, retirement or similar benefits for Directors or Executive Officers.

Staffing

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

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

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

Share Ownership

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

Table No. 9 lists, as of April 25, 2011, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.  

Table No. 9

Shareholdings of Directors and Executive Officers

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Gregory Anderson (1)	447,850	3.65%
Common	Ruth Swan (2)	66,865	0.55%
Common	William Deeks (3)	354,575	2.90%
Common	Mark Gulbrandson (4)	459,510	3.76%
Common	John Plourde (5)	808,579	6.58%
Common	Dennis Simmons (6)	642,494	5.23%
Common	Erik Tornquist (7)	367,660	2.99%
Common	William Webster (8)	422,530	3.46%
	Total Directors/Officers	3,570,063	25.67%

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(1)

Of these shares, 249,000 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

(2)

Of these shares, 39,307 represent currently exercisable share purchase options.  An additional 7,450 options have been granted but not yet vested.

(3)

Of these shares, 186,600 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

(4)

Of these shares, 186,600 represent currently exercisable share purchase warrants.  An additional 24,700 options have been granted but not yet vested.

(5)

Of these shares, 249,000 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

(6)

Of these shares, 264,600 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

(7)

Of these shares, 249,000 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

(8)

Of these shares, 186,600 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

.

#   Based upon 12,030,289 shares outstanding as of 4/25/11 and stock options and warrants held by each beneficial holder exercisable within sixty days as detailed in Table Number 12, “Stock Options Outstanding” below.

Board Practices

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

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

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

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

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

Item 7.  Major Shareholders and Related Party Transactions

The Company is aware of two persons/companies who beneficially owns 5% or more of the Registrant's voting securities. Table No. 10 lists as of 4/25/11 the persons and/or companies holding 5% or more beneficial interest in the Company’s outstanding common stock.

Table No. 10

5% or Greater Shareholders

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	John Plourde (1)	808,579	6.58%
Common	Dennis Simmons (2)	642,494	5.23%

(1)

Of these shares, 249,000 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

(2)

Of these shares, 264,600 represent currently exercisable share purchase options.  An additional 24,700 options have been granted but not yet vested.

Based on 12,030,289 shares outstanding as of 4/25/2011 and stock options and warrants held by each beneficial holder exercisable within sixty days.

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

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

Gregory Anderson, President, CEO and Director, was paid $123,864 in fiscal 2011 (2010 - $135,910; 2009 - $129,371) for investor relations activities.  

Erik Tornquist, Director, was paid $96,000 (2010 - $96,000; 2009 - $88,500) for consulting services on the Morrison Project.  During Fiscal 2010, he also received a $20,000 bonus.

Guo-rong Wang, spouse of Erik Tornquist, Director, was paid $1,092 (2010 - $780; 2009 - $28,281) as an Administrative Assistant.

John Plourde, Director, was paid $132,000 (2010 - $132,000; 2009 - $132,000) for Investor Relations activities.

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Item 8.  Financial Information

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

There have been no significant changes of financial condition since the most recent financial statements dated January 31, 2011, other than described below:

During Fiscal 2012 (up to and including July 1st), the Company has issued 171,000 common shares pursuant to the exercise of stock options for proceeds of $907,250

Item 9.  Offer and Listing of Securities

As of January 31, 2011, the authorized capital of the Company consisted of 100,000,000 common shares.  There were 12,191,289 common shares issued and outstanding as of July 15, 2011.

NATURE OF TRADING MARKET

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

On 6/30/11, the shareholders' list for the Company's common shares showed 112 registered shareholders, including depositories, and 12,191,289 shares issued and outstanding.  Of the total shareholders, 67 are resident in Canada holding 8,323,645 common shares representing 68.28% of the total shares outstanding; 45 shareholders are resident in the United States holding 3,867,644, or 31.72% of the total shares outstanding; and no shareholders are resident in other nations.

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

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

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

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

Table No. 11a

TSX Venture Exchange

Common Shares Trading Activity

	- Sales -
	Canadian Dollars
Period	High	Low	Close
June 2011	$  7.70	$  7.01	$  7.35
May 2011	$  7.70	$  6.90	$  7.35
April 2011	$  8.20	$  7.21	$  7.50
March 2011	$  8.74	$  7.59	$  8.00
February 2011	$  9.30	$  8.50	$  8.75
January 2011	$  9.99	$  8.85	$  9.05
Three Months Ended   4/30/11	$  9.30	$  7.21	$  7.50
Three Months Ended   1/31/11	$10.12	$  8.40	$  9.05
Three Months Ended 10/31/10	$  9.25	$  7.06	$  9.20
Three Months Ended   7/31/10	$  8.75	$  6.85	$  7.66
Three Months Ended   4/30/10	$10.00	$  5.80	$  8.70
Three Months Ended   1/31/10	$  8.28	$  6.06	$  6.75
Three Months Ended 10/31/09	$  8.45	$  5.74	$  8.20
Three Months Ended   7/31/09	$  6.99	$  5.01	$  6.26
Three Months Ended   4/30/09	$  7.25	$  5.40	$  5.90
Three Months Ended   1/31/09	$  6.70	$  3.87	$  6.70
Three Months Ended 10/31/08	$  7.04	$  3.23	$  4.15
Three Months Ended   7/31/08	$  8.87	$  6.20	$  6.85
Three Months Ended   4/30/08	$11.10	$  8.25	$  8.75
Three Months Ended   1/31/08	$12.09	$  9.50	$10.70
Three Months Ended 10/31/07	$13.00	$  9.75	$11.50
Three Months Ended   7/31/07	$12.21	$  9.10	$11.15
Fiscal Year Ended 1/31/11	$10.12	$  5.80	$  9.05
Fiscal Year Ended 1/31/10	$  8.45	$  5.01	$  6.75
Fiscal Year Ended 1/31/09	$11.10	$  3.23	$  6.70
Fiscal Year Ended 1/31/08	$13.00	$  7.40	$10.70
Fiscal Year Ended 1/31/07	$  8.80	$  3.95	$  8.10

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

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Table No. 11b

NYSE Amex Stock Exchange

Common Shares Trading Activity

	- Sales -
	United States Dollars
Period	High	Low	Close
June 2011	$   7.80	$  7.25	$  7.61
May 2011	$   7.98	$  7.20	$  7.64
April 2011	$   8.44	$  7.60	$  7.91
March 2011	$   9.00	$  7.96	$  8.30
February 2011	$   9.27	$  8.75	$  9.00
January 2011	$ 10.75	$  8.80	$  9.00
Three Months Ended   4/30/11	$   9.27	$  7.60	$  7.91
Three Months Ended   1/31/11	$ 10.75	$  8.30	$  9.00
Three Months Ended 10/31/10	$   9.00	$  6.66	$  8.94
Three Months Ended   7/31/10	$   8.45	$  6.40	$  7.50
Three Months Ended   4/30/10	$   9.90	$  5.07	$  8.61
Three Months Ended   1/31/10	$   7.75	$  5.94	$  6.28
Three Months Ended 10/31/09	$   9.50	$  3.97	$  7.63
Three Months Ended   7/31/09	$   6.00	$  4.25	$  6.00
Three Months Ended   4/30/09	$   5.94	$  4.38	$  4.65
Three Months Ended   1/31/09	$   5.61	$  2.71	$  5.61
Three Months Ended 10/31/08	$   6.91	$  2.20	$  3.49
Three Months Ended   7/31/08	$   9.20	$  5.40	$  6.60
Three Months Ended   4/30/08	$ 11.00	$  7.40	$  8.60
Three Months Ended   1/31/08	$ 12.60	$  9.52	$10.75
Three Months Ended 10/31/07	$ 12.70	$  9.80	$12.00
Fiscal Year Ended 1/31/11	$ 10.75	$  5.07	$  9.00
Fiscal Year Ended 1/31/10	$   9.50	$  3.97	$  6.28
Fiscal Year Ended 1/31/09	$ 11.00	$  2.20	$  5.61
Fiscal Year Ended 1/31/08	$ 12.70	$  9.52	$10.75

Table No. 12 lists, as of 7/15/11, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.

Table No. 12

Share Purchase Warrants Outstanding

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

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American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable

The TSX Venture Exchange

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a) Investigations

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

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

b) Enforcement

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

c) Investigative Research

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

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

United States Market

The Company’s common shares trade on the NYSE Amex Exchange under the symbol “PBM”. The shares began trading on the American Exchange on August 8, 2007.

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LEGAL PROCEEDINGS

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

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

In August 2010, the Company was served with a Notice of Civil Claim by Rescan Environmental Services Ltd. (Rescan).  The claim stems from Rescan’s demand for payment of $191,997.54 in outstanding invoices, which the Company disputes.  The Company filed its Response to the Notice of Civil Claim served by Rescan in September 2010.  The Company has filed a Counterclaim against Rescan seeking damages for professional negligence, misrepresentation, and breach of contract.  In December 2010, Rescan and PBM agreed to proceed to mediation.  In consultation with its Attorney, PBM is in the process of completing discovery documents.  Subsequent to the end of the fiscal year, Rescan submitted an amended response to the counterclaim.  Substantially all of the outstanding invoice amounts claimed by Rescan have been paid into trust with the Company's solicitors pending resolution of this claim.

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

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Item 10.  Additional Information

Share Capital

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

During Fiscal 2011 ended January 31, 2011, the Company issued no common shares pursuant to the exercise of warrants, and issued 380,000 common shares pursuant to the exercise of stock options for proceeds of $1,564,000.  There were no private placements completed during Fiscal 2011.

During Fiscal 2010 ended January 31, 2010, the Company issued no common shares pursuant to the exercise of warrants, and issued 240,000 common shares pursuant to the exercise of stock options for proceeds of $928,800.  There were no private placements completed during Fiscal 2010.

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

Flow-Through Shares

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

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

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During Fiscal 2005 ended January 31, 2005, the Company sold flow-through common shares for proceeds of $25,024.  No flow-through common shares were sold in fiscal 2006, 2007, 2008, 2009, 2010 or 2011 ended January 31.

Shares Not Representing Capital

-No Disclosure Necessary-

Shares Held By Company

-No Disclosure Necessary-

Stock Options

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

At the Company’s Annual and Extra-Ordinary Meeting held on May 30, 2011, Shareholders approved a new Stock Option Plan dated 2011 (“The Plan”).  Under the Plan, the Company may issue Stock options for up to 20% of the common shares outstanding at the effective date of the Plan, or 2,406,057 common shares.  The Plan provides that eligible persons thereunder include any director, officer, employee (full or part-time), consultant or management company employee of the Company or any affiliate of the Company designated by the directors under the Plan.  The definition of consultant is the same as that contained in the policies of the Exchange.

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

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

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

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

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

The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 13 as of 6/30/2011, as well as the number of options granted to Directors and all employees as a group.

Table No. 13

Stock Options Outstanding

Name	Total Number of Options Held	Total Number of Options Vested or Vesting Within 60 Days	CDN$ Exercise Price	Expiration Date
Gregory Anderson, President, CEO and Director	92,500 20,000 49,400 76,800 51,600	92,500 20,000 30,875 9,600 6,450	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
Ruth Swan, Chief Financial Officer	10,030 10,000 14,900 61,827 10,000	10,030 10,000 9,312 7,728 1,250	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
John Plourde, Director	92,500 20,000 49,400 76,800 60,000	92,500 20,000 30,875 9,600 7,500	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018

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William Deeks, Director	70,000 20,000 49,400 49,900 51,600	70,000 20,000 30,875 6,237 6,450	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
Mark Gulbrandson, Director	70,000 20,000 49,400 49,900 51,600	70,000 20,000 30,875 6,237 6,450	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
Dennis Simmons, Director	70,000 20,000 49,400 149,900 51,600	70,000 20,000 30,875 18,737 6,450	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
Erik Tornquist, Director	92,500 20,000 49,400 76,800 60,000	92,500 20,000 30,875 9,600 7,500	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
William Webster, Director	70,000 20,000 49,400 49,900 51,600	70,000 20,000 30,875 6,237 6,450	$7.81 $5.75 $7.70 $7.44 $7.40	June 23, 2013 July 13, 2014 June 30, 2017 May 16, 2018 June 20, 2018
Total Officers and Directors (8 persons)	2,058,057
Total Employees and Consultants (6 persons)	150,000
Total Officers/Directors/Employees And Consultants	2,208,057

Resolutions/Authorization/Approvals

-No Disclosure Necessary-

Memorandum and Articles of Association

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

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

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

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

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

A director need not be a shareholder of the Company.

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

Common Shares

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

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

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

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

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There are no limitations upon the rights to own securities.

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

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

Material Contracts

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

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

EXCHANGE CONTROLS AND OTHER LIMITATIONS

AFFECTING SECURITY HOLDERS

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

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

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

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

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

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

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

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

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

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

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

TAXATION

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

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

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

CANADIAN INCOME TAX CONSEQUENCES

Disposition of Common Stock.

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

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Dividends

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

Disposition of Common Shares

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

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

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

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

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

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

U.S. Holders

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

Distribution on Common Shares of the Company

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

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

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

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

Foreign Tax Credit

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

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

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Disposition of Common Shares of the Company

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

Other Considerations

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

Foreign Personal Holding Company

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

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

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Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

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

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

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Controlled Foreign Corporation

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

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

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

Statement by Experts

Not Applicable.

Documents on Display

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

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Item 11.  Disclosures about Market Risk

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

Competitive Environment

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

Item 12.  Description of Other Securities

Not Applicable

Part II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

Not Applicable

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

Not Applicable

Item 15.  Controls and Procedures

Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as January 31, 2011.  The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of January 31, 2011, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f))  to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with GAAP.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities.  The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.  Management reviewed the results of their assessment with the Company’s Audit Committee.

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control - Integrated Framework, which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of January 31, 2011.

Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Attestation Report of the Registered Accounting Firm.

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

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company's internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting with regard to deficiencies or material weaknesses other than the corrective actions to ensure proper disclosure is included in the Company’s filings under the Exchange Act, including the Form 20-F Annual Report.

Item 16.  Reserved

Item 16A.  Audit Committee Financial Expert

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

Item 16B.  Code of Ethics

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

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

Item 16C.  Principal Accountant Fees and Services

Table Number 14 discloses the fees billed to the Company by its independent auditors, Meyers Norris Penny LLP (formerly Cinnamon Jang Willoughby & Company), Chartered Accountants, for Fiscal 2011, 2010, and 2009.

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Table No. 14

Audit Fees Paid

	Fiscal Year Ended January 31, 2011	Fiscal Year Ended January 31, 2010	Fiscal Year Ended January 31, 2009
Audit Fees	$ 38,000	$ 36,250	$ 36,750
Audit Related Fees	Nil	Nil	Nil
Tax Fees	Nil	Nil	Nil
All Other Fees	Nil	Nil	752
Total	$ 38,000	$ 36,250	$ 36,750

Item 16D.  Exemptions from Listing Standards for Audit Committees

Not Applicable

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

Not Applicable

Part III

Item 17.  Financial Statements

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 19 to the financial statements.

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

Item 18.  Financial Statements

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

Item 19.  Exhibits

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

Audited Financial Statements

- 78 -

Independent Auditors Report, dated April 27, 2011

Balance Sheets at January 31, 2011 and 2010

Statements of Operations for the years ended January 31, 2011, 2010, and 2009.

Statements of Cash Flows for the years ended January 31, 2011, 2010, and 2009.

Notes to Financial Statements

(B)  Index to Exhibits:

1.

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws

2.

Instruments defining the rights of holders of the securities being registered

***See Exhibit Number 1***

3.

Voting Trust Agreements – N/A

4.

Material Contracts (All previously filed)

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

5.

List of Foreign Patents – N/A

6.

Calculation of earnings per share – N/A

7.

Explanation of calculation of ratios – N/A

8.

List of Subsidiaries – N/A

9.

Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.

Other documents

Copy of Stock Option Plan dated 2010

Certifications of the Chief Executive Officer

Certification of the Chief Financial Officer

- 79 -

PACIFIC BOOKER MINERALS INC.

FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31, 2011

- 80 -

Management’s Responsibility

To the Shareholders of Pacific Booker Minerals Inc.

Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in accordance with Canadian generally accepted accounting principles and ensuring that all information in the annual report is consistent with the statements. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.

The Board of Directors and the Audit Committee is composed primarily of Directors who are neither management nor employees of Pacific Booker Minerals Inc. The Board is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Audit Committee has the responsibility of meeting with management and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Committee is also responsible for recommending the appointment of Pacific Booker Minerals Inc.’s external auditors.

Meyers Norris Penny LLP, an independent firm of Chartered Accountants, is appointed by the shareholders to audit the financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, both the Audit Committee and management to discuss their audit findings.

April 27, 2011

“Greg Anderson”

“Ruth Swan”

Chief Executive Officer

Chief Financial Officer

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Independent Auditors’ Report

To the Shareholders of Pacific Booker Minerals Inc.:

We have audited the financial statements of Pacific Booker Minerals Inc. which comprise the balance sheets as at January 31, 2011 and 2010, and the statements of operations, deficit, and cash flows for the years then ended January 31, 2011 and 2010 and 2009, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Pacific Booker Minerals Inc. as at January  31, 2011 and 2010 and the results of its operations and cash flows for the years then ended January 31, 2011 and 2010 and 2009 in accordance with Canadian generally accepted accounting principles.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 to these financial statements, which states that Pacific Booker Minerals Inc. incurred significant losses from operations, negative cash flows from operating activities and has an accumulated deficit. This, along with other matters as described in Note 1, indicate the existence of a material uncertainty which may cast doubt about the ability of Pacific Booker Minerals Inc. to continue as a going concern.

Vancouver, British Columbia

Chartered Accountants

April 27, 2011

CHARTERED ACCOUNTANTS & BUSINESS ADVISORS  

SUITE 2300, 1055 DUNSMUIR ST., BOX 49148, VANCOUVER, BC  V7X 1J1

1-877-688-8408  PH. (604) 685-8408  FAX (604) 685-8594  mnp.ca

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PACIFIC BOOKER MINERALS INC.

BALANCE SHEETS

(Expressed in Canadian Dollars)

AS AT JANUARY 31

	2011	2010
ASSETS
Current
Cash and cash equivalents	$     1,799,650	$   3,342,974
Receivables	71,228	84,147
Prepaid expenses and deposits	40,490	32,455
	1,911,368	3,459,576
Mineral property interests(Note 5)	4,832,500	4,832,500
Deferred exploration costs (Note 6)	22,664,614	20,788,465
Equipment, vehicles and furniture (Note 7)	63,708	89,415
Reclamation deposits	123,600	123,600
Total assets	$   29,595,790	$  29,293,556
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$       355,451	$       606,163
Amounts owing to related parties (Note 9)	27,329	22,873
	382,780	629,036
Shareholders' equity
Share Capital (Note 8)
Authorized:
100,000,000 common shares without par value
Issued and outstanding
12,020,289 common shares (2010 – 11,640,289)	47,367,605	45,489,248
Contributed surplus (Note 8)	5,605,688	4,984,847
Deficit	(23,760,283)	(21,809,575)
	29,213,010	28,664,520
Total liabilities and shareholders’ equity	$  29,595,790	$  29,293,556

Nature and continuance of operations(Note 1)

Commitment (Note 12)

Contingency (Note 16)

Subsequent events (Note 17)

On behalf of the Board:

“William Deeks”	“Greg Anderson”
William Deeks, Chairman	Gregory R. Anderson, CEO

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

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PACIFIC BOOKER MINERALS INC.

STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31

	2011	2010	2009
GENERAL AND ADMINISTRATIVE EXPENSES
Amortization	$        29,115	$         21,822	$        10,970
Consulting fees	-	1,162	3,928
Consulting fees - Stock-based compensation (Note 8)	211,290	289,729	356,980
Directors fees	12,500	14,000	13,000
Directors fees - Stock-based compensation (Note 8)	446,285	562,005	817,976
Filing and transfer agent fees	66,360	74,060	85,441
Foreign exchange (gain)loss	7,102	(8,691)	(221,519)
Gain on settlement of pending litigation (Note 16)	-	-	(200,000)
Interest income	(14,610)	(20,436)	(173,848)
Investor relations fees	-	-	5,587
Investor relations – related party (Note 9)	255,864	267,910	261,371
Investor relations fees - Stock-based compensation (Note 8)	239,301	371,583	514,388
Office and miscellaneous	81,822	92,204	96,996
Office rent	85,487	84,411	73,889
Professional fees (Note 9)	313,395	124,615	226,221
Professional fees - Stock-based compensation (Note 8)	33,887	28,094	33,677
Shareholder information and promotion	85,949	230,613	198,132
Telephone	17,542	18,129	18,394
Travel	46,250	68,566	86,921
Wages and benefits	28,734	24,698	6,122
Wages and benefits - Stock-based compensation (Note 8)	4,435	9,611	15,104
Loss and comprehensive loss for the year	(1,950,708)	(2,254,085)	(2,229,730)
Deficit, beginning of year	(21,809,575)	(19,555,490)	(17,325,760)
Deficit, end of year	$ (23,760,283)	$ (21,809,575)	$ (19,555,490)
Basic and diluted loss per common share	$           (0.17)	$           (0.20)	$           (0.20)
Weighted average number of common shares outstanding	11,799,679	11,438,239	11,025,478

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PACIFIC BOOKER MINERALS INC.

STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

YEAR ENDED JANUARY 31

	2011	2010	2009
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (1,950,708)	$ (2,254,085)	$ (2,229,730)
Items not affecting cash:
Amortization	29,115	21,822	10,970
Stock-based compensation	935,198	1,261,022	1,738,125
Gain on settlement of pending litigation	-	-	(200,000)
Changes in non-cash working capital items:
(Increase) decrease in receivables	12,919	41,301	15,017
(Increase) decrease in prepaids and deposits	(8,035)	(4,547)	7,129
Increase (decrease) in accounts payable and accrued liabilities	11,668	(36,900)	42,825
Increase (decrease) in amounts owing to related parties	4,713	(4,375)	1,000
Net cash used in operating activities	(965,130)	(975,762)	(614,664)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Share Capital	1,564,000	928,800	6,382,712
Net cash provided by financing activities	1,564,000	928,800	6,382,712
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property interests and deferred exploration costs  (net of recovery)	(2,137,956)	(3,547,826)	(4,236,291)
Additional reclamation bond	-	(5,000)	-
Purchase of equipment, vehicles or furniture	(4,238)	(84,917)	(4,374)
Net cash used in investing activities	(2,142,194)	(3,637,743)	(4,240,665)
Change in cash and cash equivalents during the year	(1,543,324)	(3,684,705)	1,527,383
Cash and cash equivalents, beginning of year	3,342,974	7,027,679	5,500,296
Cash and cash equivalents, end of year	$ 1,799,650	$ 3,342,974	$ 7,027,679

Supplemental disclosure with respect to cash flows(Note 10)

- 85 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

1.

NATURE AND CONTINUANCE OF OPERATIONS

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

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

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

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

	2011	2010
Working capital	$  1,528,588	$  2,830,540
Deficit	(23,760,283)	(21,809,575)

2.

SIGNIFICANT ACCOUNTING POLICIES

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

(a)  Use of estimates

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

- 86 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

(a)  Use of estimates (cont'd…)

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

(b)  Foreign currency translation

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

(c)  Cash and cash equivalents

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

(d)  Allowance for receivables

The Company establishes an allowance for receivables on a specific account basis.  No allowance for receivables was recorded by the Company as at January 31, 2011 and 2010.

(e)  Mineral property interests and deferred exploration costs

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

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

- 87 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

(f)  Asset retirement obligation

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

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

The Company does not have any significant asset retirement obligations.

(g)  Equipment, vehicles and furniture

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

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

(h)  Stock-based compensation

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

(i)  Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments.  Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments.  It assumes that the proceeds would be used to purchase common shares at the average market price during the year.  The weighted average number of common shares outstanding for the year ended January 31, 2011 do not include the nil (2010 – nil; 2009 – nil) warrants outstanding and the 2,008,057 (2010 – 2,000,357; 2009 – 2,065,357) stock options outstanding as the inclusion of these amounts would be anti-dilutive.

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

- 88 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

2.

SIGNIFICANT ACCOUNTING POLICIES (cont'd…)

(j)  Future income taxes

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

(k)  Comprehensive income - Section 1530

This section establishes standards for reporting and presentation of comprehensive income, which is comprised of net earnings or loss and other comprehensive income.  Other comprehensive income represents the change in net equity for the period that arises from unrealized gains and losses on available-for-sale financial instruments, and changes in the fair market value of derivative instruments designated as cash flow hedges.  Amounts included in other comprehensive income are shown net of tax.  Cumulative changes in other comprehensive income are included in accumulated other comprehensive income which is presented (if applicable) as a new category in shareholders’ equity.  The Company did not have any transactions during the year ended January 31, 2011 that give rise to other comprehensive income, and therefore has no balance of other accumulated other comprehensive income.

3.

FINANCIAL INSTRUMENTS

Financial instruments - Recognition and Measurement - Section 3855

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

(a)  Held-for-trading

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

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

(b)  Held-to-maturity

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

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

3.

FINANCIAL INSTRUMENTS(cont'd…)

(c)  Loans and receivables

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

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

(d)  Available-for-sale

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

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

(e)  Other financial liabilities

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

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

4.

RECLASSIFICATION OF COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform with the current year’s presentation.

5.

MINERAL PROPERTY INTERESTS

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

Morrison claims, Canada	2011	2010
Balance, beginning and end of year	$  4,832,500	$  4,832,500

- 90 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

5.

MINERAL PROPERTY INTERESTS (cont'd…)

Morrison claims

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

i)

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

ii)

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

iii)

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

iv)

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

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

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

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

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

Hearne Hill claims

The Company held a 100% interest in the Hearne Hill claims located in the Omineca District of the Province of British Columbia (“B.C.”).  During the year ended January 31, 2006, management decided not to continue with the Hearne Hill claims and wrote off the property to operations.  The Hearne Hill claims were subject to a legal claim, which was settled in during the year ended January 31, 2009 (Note 16).

Copper claims

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

- 91 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

5.

MINERAL PROPERTY INTERESTS (cont'd…)

CUB claims

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

6.

DEFERRED EXPLORATION COSTS

Morrison claims, Canada	2011	2010
Balance, beginning of year	$20,788,465	$17,606,430
Deferred exploration costs
Additions
Amortization	830	1,185
Staking/recording	833	-
Supplies and camp	18,392	18,000
Community consultation
Geological and geophysical	234	783
Promotion and education	-	-
Sub-contracts and labour	19,575	45,056
Supplies and general	4,411	3
Travel	2,254	1,610
Environmental
Assays	90,018	19,960
Geological and geophysical	1,000,313	247,960
Promotion and education	4,796	480
Sub-contracts and labour	11,440	2,465
Supplies and general	104,328	5,534
Travel	7,408	3,873
Marketing Factors
Sub-contracts and labour	-	-
Metallurgical
Assays	450	-
Geological and geophysical	6,100	(14,387)
Scoping/Feasibility study
Assays	10,064	531
Drilling	151,284	128,402
Geological and geophysical	18,583	2,175,454
Sub-contracts and labour	317,301	321,457
Sub-contracts and labour-related parties	96,000	118,001
Supplies and general	3,519	70,510
Staking and recording	520	1,144
Travel	7,496	34,014
Total deferred exploration costs for the year	$ 1,876,149	$ 3,182,035
Balance, end of year	$22,664,614	$20,788,465

- 92 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

7.

EQUIPMENT, VEHICLES AND FURNITURE

	Cost	Accumulated Amortization	Net Book  Value
January 31, 2011
Trailers	$    25,000	$     24,899	$       101
Automobile	80,160	38,271	41,889
Office furniture and equipment	50,528	43,809	6,719
Computer equipment	88,283	73,284	14,999
	$  243,971	$   180,263	$  63,708

	Cost	Accumulated Amortization	Net Book  Value
January 31, 2010
Trailers	$    25,000	$     24,856	$       144
Automobile	80,160	20,317	59,843
Office furniture and equipment	50,528	42,130	8,398
Computer equipment	84,045	63,015	21,030
	$  239,733	$   150,318	$  89,415

8.

SHARE CAPITAL AND CONTRIBUTED SURPLUS

Share Capital and contributed surplus transactions are summarized as follows:

	Number of Shares	Share Capital Amount	Share Subscriptions Received In Advance	Contributed Surplus	Deficit	Total
Balance, January 31, 2008	10,103,839	37,795,014	-	2,368,422	(17,325,760)	22,837,676
Exercise of stock options	101,250	406,562	-	-	-	406,562
Exercise of warrants	1,195,200	5,976,150	-	-	-	5,976,150
Stock-based compensation	-	80,359	-	1,657,766	-	1,738,125
Loss for the year	-	-	-	-	(2,229,730)	(2,229,730)
Balance, January 31, 2009	11,400,289	44,258,085	-	4,026,188	(19,555,490)	28,728,783
Exercise of stock options	240,000	928,800	-	-	-	928,800
Stock-based compensation	-	302,363	-	958,659	-	1,261,022
Loss for the year	-	-	-	-	(2,254,085)	(2,254,085)
Balance, January 31, 2010	11,640,289	45,489,248	-	4,984,847	(21,809,575)	28,664,520
Exercise of stock options	380,000	1,564,000	-	-	-	1,564,000
Stock-based compensation	-	314,357	-	620,841	-	935,198
Loss for the year	-	-	-	-	(1,950,708)	(1,950,708)
Balance, January 31, 2011	12,020,289	$47,367,605	$             -	$5,605,688	$(23,760,283)	$29,213,010

- 93 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

8.

SHARE CAPITAL AND CONTRIBUTED SURPLUS (cont’d…)

During the year ended January 31, 2011, 380,000 stock options (2010 - 240,000) with an exercise price of $4.12 (2010 - $3.87) were exercised for total proceeds of $1,564,000 (2010 - $928,800).

During the year ended January 31, 2011, NIL warrants (2010 – nil) with an exercise price of $NIL (2010 - $nil) were exercised for total proceeds of $NIL (2010 - $nil).

Stock options

During the fiscal year ended January 31, 2004, the Company adopted a fixed stock option plan whereby the Company can reserve approximately 20% of its outstanding shares for issuance to officers and directors, employees and consultants.  Under the plan, the exercise price of each option equals the market price of the Company’s stock as calculated on the date of grant.  These options can be granted for a maximum term of 10 years, and are subject to a vesting provision whereby 12.5% are exercisable on the date of the grant and 12.5% become exercisable every three months thereafter.  All options will be vested after twenty one months.

Stock option transactions are summarized as follows:

	2011		2010		2009
	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
Outstanding,  beginning of year	2,000,357	$   7.34	2,065,357	$   7.08	1,564,077	$   6.50
Granted	387,700	7.70	190,000	5.75	617,530	7.81
Cancelled	-	-	(15,000)	7.80	(15,000)	7.17
Exercised	(380,000)	4.12	(240,000)	3.87	(101,250)	4.02
Expired	-	-	-	-	-	-
Outstanding,  end of year	2,008,057	$   8.02	2,000,357	$   7.34	2,065,357	$   7.08
Options exercisable,  end of year	1,741,994	$   8.09	1,804,415	$   7.42	1,621,672	$   6.77
Weighted average fair value per option granted		$   3.52		$   2.12		$   2.87
Weighted average remaining life of outstanding options granted in years		2.71		2.15		2.92

- 94 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

8.

SHARE CAPITAL AND CONTRIBUTED SURPLUS (cont’d…)

Stock options (cont’d…)

The following stock options were outstanding at January 31, 2011:

Number of Options Outstanding	Number Currently Exercisable	Exercise Price	Expiry Date
60,000	60,000	6.20	April 20, 2011 (10,000 exercised subsequently)
196,000	196,000	5.25	June 27, 2011
100,000	100,000	7.00	November 29, 2011
325,000	325,000	11.00	July 3, 2012
131,827	131,827	11.55	July 30, 2012
617,530	617,530	7.81	June 23, 2013
190,000	166,250	5.75	July 13, 2014
387,700	145,387	7.70	June 30, 2017

Stock-based compensation

The fair value of stock options granted during the year ended January 31, 2011 was $1,364,338 (2010 – $403,646; 2009 – $1,773,986) which will be recognized as stock-based compensation over their vesting periods.

Total stock-based compensation recognized during the year ended January 31, 2011 was $935,198 (2010 – $1,261,022; 2009 – $1,738,125) which has been recorded in the statements of operations as stock-based compensation with corresponding contributed surplus recorded in shareholders' equity.

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

	2011	2010	2009
Risk-free interest rate	2.32%	1.89%	3.35%
Expected life of options	5 years	3 years	3 years
Annualized volatility	49.98%	52.57%	49.88%
Dividends	0.00%	0.00%	0.00%

- 95 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

8.

SHARE CAPITAL AND CONTRIBUTED SURPLUS (cont’d…)

Warrants

Warrant transactions are summarized as follows:

	2011		2010		2009
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
Outstanding, beginning of year	0	$        -	0	$        -	1,286,500	$      5.07
Exercised	0	-	0	-	(1,195,200)	5.00
Expired	0	-	0	-	(91,300)	6.00
Outstanding, end of year	0	$        -	0	$        -	0	$           -

No share purchase warrants were outstanding and exercisable at January 31, 2011.

9.

RELATED PARTY TRANSACTIONS AND AMOUNTS OWING TO

The Company entered into the following transactions with related parties:

		2011		2010		2009
Paid to a:		Amounts paid or payable	Owed at year end	Amounts paid or payable	Owed at year end	Amounts paid or payable	Owed at year end
director for investor relations		$ 123,864	$ 6,406	$  135,910	$  5,792	$ 129,371	$   6,482
director for investor relations		132,000	12,023	132,000	10,212	132,000	14,356
director for consulting services	(a)	96,000	4,480	116,000	4,200	88,500	4,366
spouse of a director	(b)	1,092	-	780	-	28,281	1,363
officer of the company	(c)	31,913	3,057	28,208	2,126	29,873	1,787
owed to a director for expenses		-	1,363	-	543	-	-
		$ 384,869	$27,329	$  412,898	$22,873	$ 408,025	$ 28,354

a)

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

b)

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

c)

for accounting and management services.

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

- 96 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	2011	2010	2009
Cash flow includes the following elements:
Interest paid	$           -	$           -	$           -
Interest received	$      14,610	$      20,436	$    173,848
Income taxes paid	$           -	$           -	$           -
Non-cash transactions were as follows:
deferred exploration expense recorded as accounts payable	$  273,705	$  536,085	$  901,955
deferred exploration expense recorded as owing to related parties	$      4,000	$      4,257	$      5,363
recorded amortization expense on property and equipment as deferred exploration costs	$         830	$      1,185	$      1,692

11.

INCOME TAXES

A reconciliation of income tax recovery at statutory rates (2011:28.3%; 2010:29.9%; 2009:30.9%) with the reported income tax recovery is as follows:

	2011	2010	2009
Loss for the year	$ (1,950,708)	$ (2,254,085)	$ (2,229,730)
Expected income tax (recovery)	$    (552,050)	$    (673,971)	$    (688,987)
Non-deductible items	268,013	367,807	541,314
Unrecognized benefit of non-capital losses and temporary    differences	-	-	147,673
Expiry of loss carry forwards	78,775	133,619	-
Effect of change in tax rates	34,262	157,545	-
Change in valuation allowance	171,000	15,000	147,673
Total income tax recovery	$                 -	$                -	$                -

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

	2011	2010
Future income tax assets:
Property and equipment	$          41,000	$         34,000
Mineral property interests and deferred exploration costs	1,723,000	1,723,000
Non-capital losses carried forward	1,298,000	1,134,000
	3,062,000	2,891,000
Valuation allowance	(3,062,000)	(2,891,000)
Net future income tax assets	$                -	$              -

- 97 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

11.

INCOME TAXES (cont’d…)

The Company has non-capital losses of approximately $5,194,000 available for deduction against future taxable income.  These losses, if not utilized will expire in years up to 2031 (see table following).  Future tax benefits which may arise as a result of these non-capital losses and other tax assets have not been recognized in these financial statements and have been offset by a valuation allowance.

2015	$ 438,676
2026	605,469
2027	808,472
2028	942,980
2029	466,936
2030	957,373
2031	974,551
Total	$ 5,194,457

12.

COMMITMENT

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

Year ending January 31,	Amount
2012	$ 61,973
Total	$ 61,973

13.

SEGMENTED INFORMATION

All of the Company’s operations are within the mining sector.  The Company’s mining operations are centralized whereby the Company’s head office is responsible for the exploration results and to provide support in addressing local and regional issues.  As at January 31, 2011 and 2010, the Company’s assets are all located in Canada (Notes 5 and 7).

14.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

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

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

- 98 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

14.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (cont’d…)

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

(a)  Credit risk

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

(b)  Liquidity risk

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

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

As at January 31, 2011, the Company's financial liabilities were comprised of accounts payable and accrued liabilities which have a maturity of less than one year.

(c)  Market risk

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

(i)

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

(ii)

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

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

- 99 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

15.

CAPITAL MANAGEMENT

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

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

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

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

The Company is not subject to externally imposed capital requirements. There has been no change in the Company's approach to capital management during the year ended January 31, 2011.

16.

CONTINGENCY

During the fiscal year ended January 31, 2011, the Company was served with a Notice of Civil Claim by Rescan Environmental Services Ltd. (Rescan). The claim stems from Rescan’s demand for payment of $191,997.54 in outstanding invoices, which the Company disputes.  The Company filed its Response to the Notice of Civil Claim served by Rescan in September 2010.  The Company has filed a Counterclaim against Rescan seeking damages for professional negligence, misrepresentation, and breach of contract.  Subsequent to the end of the fiscal year, Rescan submitted an amended response to the counterclaim.  Substantially all of the outstanding invoice amounts claimed by Rescan have been paid into trust with the Company's solicitors pending resolution of this claim.  The ultimate liability or recovery, if any, arising from this claim is not presently determinable and will be recorded at the time of that determination.

During the fiscal year ended January 31, 2007, an optionor of the Hearne Hill property (Note 5) which adjoins the Company’s Morrison property had filed a Writ of Summons and Statement of Claim against the Company in respect to the option agreement on the Hearne Hill property.  The Company had accrued a total of $200,000 as payable in regards to Hearne Hill.  The accrued liability has been reversed and a recovery was recorded on the statement of operations for the year ended January 31, 2009.  During the year ended January 31, 2010, settlement had been reached with certain optionors of mineral claims in the Hearne Hill area.  Pursuant to the settlement, the Company retains the right, title and interest in and to all claims that were the subject of the action, with the exception of Mineral Tenure No. 242812 (the “Hearne 1 Claim”) and Mineral Tenure No. 242813 (the “Hearne 2 Claim”), which were transferred to the plaintiff optionors.  Pursuant to the settlement, no cash payment was made to the plaintiffs and all claims in the action have been dismissed.

- 100 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

17.

SUBSEQUENT EVENTS

Subsequent to year end, the Company has issued 10,000 common shares on exercise of options for total proceeds of $62,000 and a reclassification of Contributed surplus to capital stock in the amount of $17,509.  The Company has not issued any other stock or announced any private placements or granted any options.

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

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

Balance sheets

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

	2011			2010
	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP	Balance, Canadian GAAP	Adjustments	Balance, United States GAAP
Current assets	$   1,911,368	$                -	$  1,911,368	$  3,459,576	$                    -	$   3,459,576
Mineral property interests	4,832,500	(140,000)	4,692,500	4,832,500	(140,000)	4,692,500
Deferred exploration costs	22,664,614	(22,664,614)	-	20,788,465	(20,788,465)	-
Property and equipment	63,708	-	63,708	89,415	-	89,415
Reclamation deposits	123,600	-	123,600	123,600	-	123,600
	$ 29,595,790	$  (22,804,614)	$  6,791,176	$ 29,293,556	$ (20,928,465)	$   8,365,091
Current liabilities	$      382,780	$                 -	$     382,780	$      629,036	$                   -	$      629,036
Shareholders' equity	29,213,010	(22,804,614)	6,408,396	28,664,520	(20,928,465)	7,736,055
	$ 29,595,790	$  (22,804,614)	$  6,791,176	$ 29,293,556	$ (20,928,465)	$   8,365,091

- 101 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Statements of operations

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

	2011	2010	2009
Loss for the year, Canadian GAAP	$  (1,950,708)	$ (2,254,085)	$  (2,229,730)
Adjustments:
Mineral property interests	-	-	-
Deferred exploration costs	(1,876,149)	(3,182,035)	(4,813,818)
Loss for the year, United States GAAP	$  (3,826,857)	$ (5,436,120)	$  (7,043,548)
Basic and diluted loss per common share, United States GAAP	$          (0.32)	$         (0.48)	$          (0.64)
Weighted average number of common shares outstanding, United States GAAP	11,799,679	11,438,239	11,025,478

Statements of cash flows

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

	2011	2010	2009
Net cash used in operating activities,
Canadian GAAP	$   (965,130)	$   (975,762)	$   (614,664)
Amortization	830	1,185	1,692
Mineral property interests and deferred exploration costs (net of recovery)	(2,138,786)	(3,549,011)	(4,237,983)
Net cash used in operating activities, United States GAAP	(3,103,086)	(4,523,588)	(4,850,955)
Net cash provided by financing activities, Canadian GAAP
and United States GAAP	1,564,000	928,800	6,382,712
Net cash used in investing activities, Canadian GAAP	(2,142,194)	(3,637,743)	(4,240,665)
Mineral property interests and deferred exploration costs (net of recovery)	2,137,956	3,547,826	4,236,291
Exploration advances	-	-	-
Net cash used in investing activities,
United States GAAP	(4,238)	(89,917)	(4,374)
Change in cash during the year	(1,543,324)	(3,684,705)	1,527,383
Cash, beginning of year	3,342,974	7,027,679	5,500,296
Cash, end of year	$ 1,799,650	$ 3,342,974	$ 7,027,679

- 102 -

PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Mineral property interests and deferred exploration costs

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

Stock-based compensation

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

Under Canadian GAAP, the Company accounts for stock-based compensation using the fair value method as disclosed in Note 2.  Accordingly, there is no difference between Canadian GAAP and United States GAAP in the accounting for stock-based compensation for the years ended January 31, 2011, 2010 and 2009.

Amortization of property equipment, vehicles and furniture

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

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

18.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED

ACCOUNTING PRINCIPLES (cont'd…)

Income taxes

Under Canadian GAAP, future tax assets and liabilities recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets and liabilities are recorded at enacted tax rates. There were no significant differences between enacted and substantively enacted tax rates for the information presented.

In June 2006, FASB issued Financial Interpretation NO. 48 (ASC 740), Accounting for Uncertainty in Income Taxes – An Interpretation of SFAS Statement No. 109.  This interpretation provides guidance on recognition and measurement of uncertainties in income taxes and is effective for the Corporation’s 2007 fiscal year end.  The adoption of this Interpretation did not have a significant effect on the Corporation’s results of operations or financial position.

19.

NEW ACCOUNTING PRONOUNCEMENTS

Canadian pronouncements

(i)  Business Combinations, Consolidated Financial Statements, Non-controlling Interests

In January 2009, the CICA issued Handbook Sections 1582, Business Combinations, (“Section 1582”), 1601, Consolidated Financial Statements, (“Section 1601”) and 1602, Non-controlling Interests, (“Section 1602”) which replaces CICA Handbook Sections 1581, Business Combinations, and 1600, Consolidated Financial Statements.  Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards (“IFRS”).  Section 1582 is applicable for the Company’s business combinations with acquisition dates on or after January 1, 2011.  Early adoption of this Section is permitted.  Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements.  Section 1601 is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2011.  Early adoption of this Section is permitted.  The Company has not chosen to early adopt any one of these Sections at the year end date.

(ii)  International Financial Reporting Standards (IFRS)

In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that will significantly affect financial reporting requirements for Canadian compliances.  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period.  In February 2008, the AcSB announced that 2011 is the changeover date for publicly accountable companies to use IFRS, replacing Canadian GAAP.  This date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended January 31, 2012.  In July 2008, the Canadian Securities Administrators announced that early adoption will be allowed in 2009 subject to seeking exemptive relief.  The Company is currently assessing the financial reporting impact of the transition to IFRS and the changeover date.

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PACIFIC BOOKER MINERALS INC.

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

JANUARY 31, 2011 and 2010

19.

NEW ACCOUNTING PRONOUNCEMENTS (cont'd…)

United States pronouncements

(i)

ASC 605

In September 2009, FASB amended the ASC as summarized in ASU 2009-13, “Revenue Recognition (ASC 605): Multiple-Deliverable Revenue Arrangements.” Guidance in ASC 605-25 on revenue arrangements with multiple deliverables has been amended to require an entity to allocate revenue to deliverables in an arrangement using its best estimate of selling prices if the vendor does not have vendor-specific objective evidence or third-party evidence of selling prices, and to eliminate the use of the residual method and require the entity to allocate revenue using the relative selling price method. The new guidance also requires expanded quantitative and qualitative disclosures about revenue from arrangements with multiple deliverables. The update is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis for new revenue arrangements entered into after adoption of the update, or by retrospective application. The Company is assessing the potential impact of the update on its financial statements.

(ii)

In December 2010, the FASB issued ASU No. 2010-29, ―Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (―ASU 2010-29). The amendments in this ASU specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  The amendments also expand the supplementary pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments are effective prospectively for 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, 2010.  The adoption of ASU 2010-29 is not expected to have a material impact on our Financial Statements.

(iii)

In December 2010, the FASB issued ASU No. 2010-28, ―Intangibles – Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (―ASU 2010-28).  For reporting units with zero or negative carrying amounts, this ASU requires that an entity perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.  In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist.  The qualitative factors are consistent with the existing guidance and examples, which require that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The adoption of ASU 2010-28 is not expected to have an impact on our Financial Statements.

Management does not believe that other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants or the SEC have a material impact on the Company’s present or future financial statements.

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Signature Page

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

Pacific Booker Minerals Inc.

Registrant

Dated:July 22, 2011

Signed:/s/  "Gregory Anderson"

                                                                                      Gregory Anderson,

                                                                                       President and CEO

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