Dated: July 3, 2006

By:   /s/  Gregory Anderson

Gregory Anderson,

CEO and Director

PACIFIC BOOKER MINERALS INC.

#1702 - 1166 Alberni Street Vancouver, BC  V6E 3Z3

Telephone: (604) 681-8556

Toll Free: 1-800-747-9911

Fax: (604) 687-5995

Email: info@pacificbooker.com

Symbol:  bkm - tsx venture

Website: pacificbooker.com

April 30,

2006

January 31,

2006

ASSETS

Current

Cash and cash equivalents

$

2,900,863

$

384,746

Receivables

79,260

38,196

Exploration advances

-  

89,013

Prepaids and deposits

58,124

20,359

3,038,247

532,314

Mineral property interests

4,832,500

4,832,500

Deferred exploration costs

8,147,912

7,137,683

Property and equipment

55,632

54,564

Reclamation deposits

118,600

118,600

$

16,192,891

$

12,675,661

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current

Accounts payable and accrued liabilities

$

569,693

$

485,562

Amounts owing to related parties

  14,742

35,513

584,435

521,075

Long term liabilities

1,500,000

1,500,000

2,084,435

2,021,075

Shareholders’ equity

Capital stock

27,521,304

23,482,104

Share subscriptions received

      -  

280,000

Contributed surplus

748,179

630,671

Deficit

(14,161,027)

(13,738,189)

14,108,456

10,654,586

$

16,192,891

$

12,675,661

“Gregory R. Anderson”

“Ruth Swan”

Gregory R. Anderson, CEO/Director

Ruth Swan, CFO

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

ADMINISTRATION EXPENSES

Amortization

$

3,463

$

711

Consulting fees

1,031

28,285

Filing and transfer agent fees

28,277

12,719

Foreign exchange loss(gain)

64,486

29

Investor relations fees

98,862

28,338

Office and miscellaneous

26,486

4,303

Office rent

15,368

14,522

Professional fees

13,317

7,090

Salaries and benefits

    -  

7,367

Shareholder information and promotion

39,949

8,094

Stock-based compensation

117,508

106,457

Telephone

4,742

3,002

Travel

22,924

16,596

Loss before other income

436,413

237,513

Interest income

(13,575)

(2,098)

Loss for the period

422,838

235,415

Deficit, beginning of period

13,738,189

4,854,916

Deficit, end of period

$

14,161,027

$

5,090,331

Loss per share

$

0.06

$

0.04

Weighted average number of common shares outstanding

7,011,720

6,150,025

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period

$

(422,838)

$

(235,415)

Item not affecting cash:

Amortization

3,463

711

Loss on asset disposal

4,253

-  

Stock-based compensation

117,508

106,457

Changes in non-working capital items:

(Increase)decrease in receivable

(41,064)

(17,910)

(Increase)decrease in prepaids and deposits

(37,765)

(28,331)

Increase(decrease) in accounts payable and accrued liabilities

(424,204)

79,261

Increase(decrease) in accounts payable to related parties

(26,215)

16,347

Net cash provided by (used in)operating activities

(826,862)

(78,880)

CASH FLOWS FROM INVESTING ACTIVITIES

Mineral property interests and deferred exploration costs (net of recovery)

(406,733)

(367,647)

Capital assets additions

(9,488)

-  

Net cash used in investing activities

(416,221)

(367,647)

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of capital stock

3,759,200

371,425

Share subscriptions

-  

49,800

Net cash provided by financing activities

3,759,200

421,225

Change in cash and cash equivalents during the period

2,516,117

(25,302)

Cash and cash equivalents, beginning of period

384,746

443,754

Cash and cash equivalents, end of period

$

2,900,863

$

418,452

1.

BASIS OF PRESENTATION

The financial statements contained herein include the accounts of Pacific Booker Minerals Inc. (the “Company”).

The interim period financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”).  All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year.  The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements.  Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  These interim period statements should be read together with the audited financial statements and the accompanying notes included in the Company’s latest annual report.  In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

The ability of the Company to realize the costs it has incurred to date on its properties is dependent upon the Company being able to identify a commercial ore body, 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 significant revenues and is considered to be in the exploration stage

These financial statements have been prepared assuming the Company will continue on a going-concern basis.  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.  Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs.  In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such 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 is obligations.  Should the Company be unable to realize 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.

April 30,

 2006

January 31,

 2006

Working capital (deficiency)

$

2,453,812

$

11,239

Deficit

(14,161,027)

(13,738,189)

2.

SIGNIFICANT ACCOUNTING POLICIES

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost.  The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost.  All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment.  If a mineral property interest is abandoned, the mineral property interests and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the mineral property interest.  Management’s determination for the impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued;  ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; or  iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work.  As at April 30, 2006, management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests is based on cash paid and the assigned 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.

Cost recoveries consist of mining tax credits from the Province of British Columbia.  Claims for tax credits are accrued upon the Company attaining reasonable assurance of collection from the Canada Revenue Agency and from the Province of British Columbia.  As at April 30, 2006 and January 31, 2006, cost recoveries related solely to the Morrison claims and are recorded as a cost recovery of deferred exploration costs.

Asset retirement obligation

CICA Handbook Section 3110 “Asset Retirement Obligations” is effective for years beginning on or after January 1, 2004.  This standard requires recognition of a liability at its fair value for the obligation associated with the retirement of a tangible long-lived asset.  A corresponding asset retirement cost would be added to the carrying amount of the related asset and amortized to expense over the useful life of the asset.  The Company has determined that there are no asset retirement obligations at April 30, 2006.

2.

SIGNIFICANT ACCOUNTING POLICIES

Stock-based compensation

The Company grants options in accordance with the policies of the TSX Venture Exchange (“TSX-V”) and the company’s stock option plan.  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.

Comparative figures

Certain of the prior periods’ comparative figures have been reclassified to conform to the financial statement presentation adopted in the current period.

3.

LOSS PER SHARE

Loss per share is calculated using the weighted average number of shares outstanding during the period.

4.

MINERAL PROPERTY INTERESTS

Balance

Balance

January 31,

April 30,

2006

Additions

2006

Canada

Morrison claims

$

4,832,500

$

-

$

4,832,500

$

4,832,500

$

-

$

4,832,500

Hearne Hill claims

The Company holds a 100% interest in the Hearne Hill claims located in the Omineca District of the Province of British Columbia (“B.C.”).   The Company earned its 100% interest through an option agreement and is required to pay advance royalty payments of $100,000 per annum. The royalty payments may offset any net smelter royalty obligations.  The optionor retains a 4% net smelter returns ("NSR") royalty which may be acquired by the Company for a cash payment of $2,000,000.  During the year ended January 31, 2006, management decided to write off the property to operations.  The Hearne Hill claims are currently subject to a legal claim (Note 11).

4.

MINERAL PROPERTY INTERESTS (cont’d...)

Morrison claims

During the year ended January 31, 2005, the Company acquired the remaining 50% interest in the Morrison claims.  In order to obtain the remaining 50% interest, the Company agreed to:

i)

pay $1,000,000 to Falconbridge Limited (formerly Noranda Mining and Exploration Inc.)  ("Falconbridge") (paid), issue 250,000 common shares to Falconbridge (issued) and issue 250,000 share purchase warrants to Falconbridge exercisable at $4.05 per share until June 5, 2006 (issued) (exercised subsequent to quarter end);

ii)

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

iii)

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

iv)

issue 250,000 common shares to Falconbridge on or before commencement of commercial production as defined in the agreement.

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.

To ensure that Falconbridge will receive full payment for the mineral claims, the Company has 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 transfer will be held by a mutually acceptable third party.

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.

5.

DEFERRED EXPLORATION COSTS

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

Hearne Hill claims

Amortization

$

-  

$

64

-  

64

5.

DEFERRED EXPLORATION COSTS (cont’d...)

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

Morrison claims

Exploration

Camp and general

4,500

7,973

Subcontracts and labour

-  

2,505

Assay

1,400

129

Travel

-  

1,697

Staking/Recording

5,416

-  

Amortization

704

456

Community Consultation

Geological and geophysical

232

7

Supplies and general

-  

127

Subcontracts and labour

9,813

5,515

Travel

3,092

-  

Promotion/Education

51

-  

Environmental

Geological and geophysical

78,125

10,932

Supplies and general

9,183

838

Subcontracts and labour

10,072

1,586

Assay

11,384

-  

Travel

-  

126

Geotechnical/Hydrological

Geological and geophysical

110,515

394

Supplies and general

385

578

Subcontracts and labour

-  

180

Assay

-  

2,179

Metallurgical

Geological and geophysical

380

-  

Subcontracts and labour

-  

9,480

Scoping/Feasibility study

Geological and geophysical

132,872

36,083

Drilling

404,416

173,338

Supplies and general

108,118

39,267

Subcontracts and labour

97,182

65,917

Assay

12,563

4,242

Travel

9,826

4,554

1,010,229

368,103

5.

DEFERRED EXPLORATION COSTS (cont’d...)

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

Total costs for the period

1,010,229

368,167

Balance, beginning of period

7,137,683

12,373,828

Balance, end of period

$

8,147,912

$

12,741,995

6.

LONG TERM LIABILITIES

April 30,

January 31,

2006

2006

Due to Falconbridge, non-interest bearing, secured by title to related mineral property interest and payable in the following installments:  $1,000,000 by October 19, 2005(paid) and $1,500,000 by April 19, 2007

$

1,500,000

$

1,500,000

Current portion of long term liabilities

-

-

Long term liabilities

$

1,500,000

$

1,500,000

7.

CAPITAL STOCK

a)

In April 2006, the Company issued 970,200 units for total proceeds of $3,880,800 of which $280,000 was received prior to January 31, 2006.  Each unit is comprised of one common share and one share purchase warrant.  Each share purchase warrant will entitle the holder to purchase an additional common share at a price of $4.50 per share on or before April 11, 2008.

b)

In April 2006, the Company issued 2,000 common shares at a price of $4.50 per share on exercise of warrants for total proceeds of $9,000.

c)

In April 2006, the Company issued 36,000 common shares at a price of $4.15 per share on exercise of warrants for total proceeds of $149,400.

7.

CAPITAL STOCK (cont’d...)

Stock options

On April 20, 2006, the Company granted 105,000 stock options at an exercise price of $6.20 for a period of five years.

There were no stock options granted during the three month period ended April 30, 2005.

The following stock options were outstanding and exercisable at April 30, 2006:

Number of Shares

Exercise Price

Expiry Date

300,000

$

5.00

July 2, 2007

290,000

$

3.87

October 13, 2009

523,000

$

4.00

October 4, 2010

105,000

$

6.20

April 20, 2011

Warrants

The following share purchase warrants were outstanding and exercisable at April 30, 2006:

Number of Warrants

Exercise Price

Expiry Date

250,000

$

4.05

June 5, 2006 (exercised subsequent)

115,000

$

4.05

July 9, 2006 (10,000 exercised subsequent)

82,500

$

4.25

October 12, 2006

41,030

$

4.15

January 7, 2007

228,000

$

4.15

March 11, 2007

520,450

$

4.00

December 2, 2007

970,200

$

4.50

April 11, 2008

8.

RELATED PARTY TRANSACTIONS

For the three month period ended April 30, 2006:

a)

The Company paid or accrued $24,222 (2005 - $ nil) to a director for investor relations activities.

b)

The Company paid or accrued $19,500 (2005 - $19,500) to a director for investor relations activities.

8.

RELATED PARTY TRANSACTIONS (cont’d...)

c)

The Company paid or accrued $18,550 (2005 - $ nil) to a director for project management services which have been capitalized to subcontracts on the Morrison claims.

d)

The Company paid or accrued $2,912 (2005 - $ nil) to the spouse of a director for administrative assistant services which have been capitalized to subcontracts on the Morrison claims.

e)

The Company paid $7,162 (2005 - $nil) to an officer of the company for accounting and management services.

f)

The Company paid $nil (2005 - $8,600) to a company controlled by a former common director for engineering consulting which was capitalized to subcontracts on the Morrison/Hearne Hill claims.  In addition, the Company paid $nil (2005 - $8,200) to this company controlled by a former common director for consulting services in relation to activities not related to exploration.

g)

The Company paid $nil (2005 - $5,600) to a former director for consulting services which have been capitalized to subcontracts on the Morrison/Hearne Hill claims.  In addition, the Company paid $nil (2005 - $13,600) to this former director for general consulting services in relation to activities not related to exploration.

h)

The Company paid $nil (2005 - $2,650) to an accounting firm in which a partner was a former director of the Company.

9.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

The significant non-cash transactions for the three month period ended April 30, 2006 were as follows:

a)

The Company completed a private placement of 970,200 units for total proceeds of $3,880,800, of which $280,000 was received prior to January 31, 2006.

b)

The Company recorded $508,335 of deferred exploration expense as accounts payable and $5,444 of deferred exploration expense as owing to related parties.

c)

The Company recorded $704 of amortization expense on property and equipment as deferred exploration costs.

d)

The Company expended exploration advances of $89,013 to deferred exploration costs.

9.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (cont’d...)

The significant non-cash transactions for the three month period ended April 30, 2005 were as follows:

a)

The Company completed a private placement of 228,000 units for total proceeds of $946,200, of which $574,775 was received prior to January 31, 2005.

b)

The Company issued 45,000 common shares for a total value of $180,000 for mineral property interests acquisition costs.

c)

The Company recorded $520 of amortization expense on property and equipment as deferred exploration costs.

10.

SEGMENTED INFORMATION

All of the Company’s operations are in the resource sector.  The Company operates in Canada and the loss from operations for the current periods relate 100% to Canada.

11.

CONTINGENCY

During the three month period ended April 30, 2006, an optionor of the Hearne Hill property (Note 4) which adjoins the Company’s Morrison property has filed a Writ of Summons and Statement of Claim against the Company in respect to the option agreement on the Hearne Hill property, which it alleges is of no further force and effect and seeks the return of the Hearne Hill property and the area of interest around the Hearne Hill claims.  The amount of the claim has not been identified.  Management of the Company has indicated that it intends to defend the legal action.  The ultimate liability, if any, arising from this claim is not presently determinable and will be recorded at the time of that determination.

12.

SUBSEQUENT EVENTS

Subsequent to the end of the period, the Company has issued 260,000 common shares on exercise of warrants for total proceeds of $1,053,000, and 7,000 common shares on exercise of options for total proceeds of $35,000.  The Company announced a private placement on June 15, 2006 consisting of 300,000 units.  Each unit consists of one share at a purchase price of $5.00 per share and one warrant to purchase an additional share at a price of $6.00, exercisable for a period of two years.  The Company has granted 216,000 options to directors and employees at an exercise price of $5.25 for a period of 5 years.  

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These interim financial statements have been prepared in accordance with Canadian GAAP.  Material variations in the accounting principles, practices and methods used in preparing these interim 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:

April 30, 2006

January 31, 2006

Balance, Canadian  GAAP

Adjustments

Balance,

United States GAAP

Balance, Canadian GAAP

Adjustments

Balance, United States GAAP

Current assets

$

3,038,247

$

-

$

3,038,247

$

532,314

$

-

$

532,314

Mineral property interests

4,832,500

(4,652,500)

180,000

4,832,500

(4,652,500)

180,000

Deferred exploration costs

8,147,912

(8,147,912)

-

7,137,683

(7,137,683)

-

Property and equipment

55,632

-

55,632

54,564

-

54,564

Reclamation deposits

118,600

-

118,600

118,600

-

118,600

$

16,192,891

$

(12,800,412)

$

3,392,479

$

12,675,661

$

(11,790,183)

$

885,478

Current liabilities

$

584,435

$

-

$

584,435

$

521,075

$

-

$

521,075

Long term liabilities

1,500,000

-

1,500,000

1,500,000

-

1,500,000

Shareholders’ equity (deficiency)

14,108,456

(12,800,412)

1,308,044

10,654,586

(11,790,183)

(1,135,597)

$

16,192,891

$

(12,800,412)

$

3,392,479

$

12,675,661

$

(11,790,183)

$

885,478

13.

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:

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

Loss for the period, Canadian GAAP

$

(422,838)

$

(235,415)

Adjustments:

Deferred exploration costs

(1,010,229)

(368,167)

Contributed executive services

(9,750)

(9,750)

Loss for the period, United States GAAP

$

(1,442,817)

$

(613,332)

Basic and diluted loss per common share,  United States GAAP

$

(0.21)

$

(0.10)

Weighted average number of common shares outstanding,

    United States GAAP

7,011,450

6,150,025

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  (cont’d...)

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:

Three Month

Three Month

Period Ended

Period Ended

April 30,

April 30,

2006

2005

Cash flows provided by operating activities, Canadian GAAP

$

(826,862)

$

(78,880)

Amortization

704

520

Mineral property interests and deferred exploration costs

  (net of recovery)

(496,450)

(368,167)

Exploration advances

89,013

-  

Cash flows used in operating activities, United States GAAP

(1,233,595)

(446,527)

Cash flows used in investing activities, Canadian GAAP

(416,221)

(367,647)

Mineral property interests and deferred exploration costs (net of recovery)

406,733

367,647

Cash flows (used in) provided by investing activities, United States GAAP

(9,488)

-

Cash flows provided by financing activities,

    Canadian GAAP and United States GAAP

3,759,200

421,225

Change in cash and cash equivalents during the period

2,516,117

(25,302)

Cash and cash equivalents, beginning of period

384,746

443,754

Cash and cash equivalents, end of period

$

2,900,863

$

418,452

13.

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, mineral property interests and deferred exploration costs are expensed as incurred.  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.

Effective for reporting periods beginning after April 29, 2004, the Company has adopted the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.  Accordingly, effective for the fiscal year ended January 31, 2006, the Company capitalizes costs related to the acquisition of mineral rights.

Flow-through shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Income Tax Act of Canada) and renounce the related income tax deductions to the investors.  Under Canadian GAAP, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability.  Under United States GAAP, any difference between the market price of the Company's stock and the fair value of the flow-through shares must be recorded as a liability, if a premium is paid by investors, or as an asset if investors are purchasing the shares at a discount.  The asset or liability is charged to income as the flow-through share proceeds are expended on qualifying expenditures.

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) encourages, but does not require, companies to establish a fair market value based method of accounting for stock-based compensation plans.  The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (“APB 25”).  Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the option price.  Effective February 1, 2003, the Company elected to follow the fair value method of accounting for stock-based compensation.

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  (cont’d...)

Stock-based compensation  (cont’d...)

Under Canadian GAAP, the Company accounts for stock-based compensation 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 three month periods ended April 30, 2006 and 2005.

Asset retirement obligations

Under United States GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets.  Under this standard, the initial recognition of the liability is capitalized as part of the asset cost and depreciated over its estimated useful life.  The Company has determined that there are no asset retirement obligations as at April 30, 2006 and January 31, 2006.

Under Canadian GAAP, the Company was not required to record asset retirement obligations as at January 31, 2004.  As described in Note 2, the Company has determined that there were no asset retirement obligations as at April 30, 2006 and January 31, 2006.

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.  Accordingly, the Company has recorded the fair value of contributed executive services provided to the Company at no cost as compensation expense, with a corresponding increase to contributed surplus, in the amount of $9,750 and $9,750 for the three months ended April 30, 2006 and 2005, respectively.

New accounting pronouncements

In December 2004, Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29” (“SFAS 153”) which amends Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  (cont’d...)

New accounting pronouncements  (cont’d...)

In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”).  SFAS 123R supersedes APB 25 and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises SFAS 123 as follows:

i)

Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii)

Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entity’s share price.

iii)

Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

iv)

Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the award’s value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.

SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value,  classifying an award as equity or as a liability and attributing compensation cost to reporting periods.  SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force No. 96-18 “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods and Services” (“EITF 96-18”).  SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.  Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005.  Public entities that file as small business issuers will be required to apply SFAS 123R in the first annual reporting period that begins after December 15, 2005.  For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.

In May 2005, FASB issued Statement of Financial Accounting Standards No. 154 Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3 (“SFAS 154”), which is effective for fiscal years ending after December 15, 2005.  SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis.

The adoption of these new pronouncements are not expected to have a material effect on the Company's financial position or results of operations.

13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  (cont’d...)

Canadian pronouncements

In January 2005, the CICA issued the following new accounting standards, effective October 1, 2006.

CICA Handbook Section 1530:  “Comprehensive Income” establishes standards for reporting comprehensive income, defined as a change in value of net assets that is not due to owner activities, by introducing a new requirement to temporarily present certain gains and losses outside of net income.  The adoption of this new standard by the Company is not expected to have a material impact.

CICA Handbook Section 3251:  “Equity” establishes standards for the presentation of equity and changes in equity during the reporting period.  The adoption of this new standard by the Company is not expected to have a material impact.

CICA Handbook Section 3855:  “Financial Instruments - Recognition and Measurement” establishes standards for the recognition, classification and measurement of financial instruments including the presentation of any resulting gains and losses.  Assets classified as available-for-sale securities will have revaluation gains and losses included in other comprehensive income until these assets are no longer included on the balance sheet.  The adoption of this new standard by the Company is not expected to have a material impact.

Dated June 27, 2006

The selected financial information set out below and certain comments which follow are based on and derived from the interim financial statements of Pacific Booker Minerals Inc. (the "Company" or "Pacific Booker") for the three months ended April 30, 2006 and from the audited financial statements of Pacific Booker for the year ended January 31, 2006 and should be read in conjunction with them.  Additional information relating to the Company is available on SEDAR at www.sedar.com.

Overview

Pacific Booker Minerals Inc. is a Canadian natural resource exploration company, which is in the advanced stage of development of the Morrison deposit, a porphyry copper/gold ore body situated within the Babine Lake Porphyry Copper Belt north-east of Smithers, BC.  Pacific Booker is proposing an open-pit mining and milling operation for the production of copper/gold concentrate.  The Company is a reporting issuer in Alberta and British Columbia and trades on the TSX Venture Exchange under the symbol BKM.

Overall Performance

Pacific Booker Minerals Inc. continued to advance the development of the Morrison property.  The increase in precious metal prices and the declining reserves in copper and other metals have increased the appeal of resource stocks, and increased the ability of the Company to obtain financing to provide working capital for the on-going work programs.

Pacific Booker Minerals Inc. continued work towards completing a full Feasibility Study.  The work included geotechnical investigations, environmental base line studies, and tailings characterization to determine recoveries.

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 required for the feasibility level open pit slope design.  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.  Standpipe piezometers were installed in selected geotechnical drill holes for groundwater level and field permeability measurements.  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 completed 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 – till, sand or gravel.

In addition one geotechnical drill hole was drilled in the 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.

Work continued to complete the Environmental Work Program and consultation with the government agencies, First Nations and the public.  The Environmental Work Program includes Baseline Data Collection and Environmental Characterization, Environmental Assessment and Permitting.

The key environmental issues to be addressed are Air Quality, Surface Water Hydrology, Groundwater Hydrogeology, Wildlife and Wildlife Habitat, Fisheries and Aquatic Habitat, Trace Metals in Vegetation, Archaeology, Acid Rock Drainage (ARD), Hazardous Substances Management, Emergency Response and Sustainability.

Detailed design of the pit, process plant, waste disposal system and mine plans; and updated mineral resource estimates will be completed based on the drilling results, optimization and environmental studies.

On June 26, 2006 at 10:00am Pacific time, the Company held its Annual General Meeting at the Company’s corporate office in Vancouver.  All nominated directors were re-elected to the board.  Shareholders present at the meeting were updated on the Company’s activities and had the opportunity to speak to the directors and ask any questions they may have had.

Selected Annual Information

The following summary information has been taken from the financial statements of Pacific Booker Minerals Inc., which have been prepared in accordance with Canadian generally accepted accounting principles.  The figures reported are all in Canadian dollars.

The following table shows the total revenue (interest income), the loss from our financial statements, total assets, and total long term liabilities for each of the three most recently completed financial years.

For the year ended

Total Assets

Total Long-term Liabilities

Total Revenue

Net Loss

Total

Per Share

January 31, 2004

$

13,649,952

$

-

$

2,119

$

327,241

$

0.06

January 31, 2005

$

18,945,079

$

1,500,000

$

5,967

$

902,759

$

0.16

January 31, 2006

$

12,675,661

$

1,500,000

$

13,378

$

8,883,273

$

1.41

Results of Operations

During the quarter under discussion, the Company completed a private placement for 970,200 units for total proceeds of $3,880,800.  Each unit was comprised of one common share and one share purchase warrant.  Each share purchase warrant will entitle the holder to purchase an additional common share at a price of $4.50 per share on or before April 11, 2008.  The Company issued 38,000 common shares on exercise of warrants for total proceeds of $158,400.

Subsequent to the end of the quarter, the Company has issued 260,000 common shares on exercise of warrants for total proceeds of $1,053,000 and 7,000 common shares on exercise of options for total proceeds of $35,000.  The Company announced a private placement on June 15, 2006 of 300,000 units.  Each unit consists of one share at a purchase price of $5.00 per share and one warrant to purchase an additional share at a price of $6.00, exercisable for a period of two years.  The purpose of this current private placement is to acquire the funds for the final cash payment of $1.5 million due to Falconbridge before April 2007.  The Company granted 216,000 options for a period of five years at an exercise price of $5.25 to directors and employees.

The Company continues to believe that it will be able to meet it’s obligations by raising additional funds through private placements and the exercise of warrants by shareholders.

For the quarter ended April 30, 2006, the Company incurred a net loss of $422,838 which was $187,423 higher than the $235,415 loss for the quarter ended April 30, 2005.  The largest amount difference was the loss on exchange of US currency in the amount of $64,486.  The Canadian dollar at January 31^st was equal to $0.872 US and by April 30^th, it had increased to $0.895 US, an increase of $.023.  At April 30^th, the Company was holding $1.4 million in US currency and when exchanged, the conversion rate was $0.905 US to $1 Cdn.  The Company also incurred more fees for investor relations work, but less for general consulting, mostly due to the change in functions of the related parties.  Where previous related parties were involved more in the field work aspects of the program, the current related parties include more investor relations activities.  Filing and transfer agent fees were up due to the filing fee on the private placement (amount $19,904) completed in April.  Office expenses were up, primarily due to the increase in insurance costs.  Also, there were increases in memberships and publications, and general office expenses.  Also included in this amount was a loss on disposal of an old company truck in the amount of $3,785.  Shareholder information and promotion costs have also increased as the Company is getting the message about Pacific Booker out in various ways.  Travel and telephone costs have also increased over the same quarter in the previous year.

Due to the increase in cash held in our bank accounts, the Company earned $13,575 in interest during the quarter as compared to $2,098 in interest during the same quarter of the previous year.

During the quarter under discussion, the Company incurred $1,010,229 in exploration & development expenditures on the Morrison property compared to $368,103 exploration & development expenditures in the same quarter of the previous fiscal year.  Please see Note 5 in the interim financial statements for expenditures by item and area.  Information on the field activities during the quarter can be found under the heading “Overall Performance”.

For details on outstanding options and warrants at the end of the quarter, see note 7 in the April 30, 2006 financial statements.

Summary of Quarterly Results

The following summary information has been taken from the financial statements of Pacific Booker Minerals Inc., which have been prepared in accordance with Canadian generally accepted accounting principles.  The figures reported are all in Canadian dollars.  US dollar amounts held as US dollars are converted into Canadian dollars at current exchange rates until actually converted into Canadian dollars, at which time the actual amount received is recorded.  Any gains or losses from the exchange of currencies are reported on the Statement of Operations for the company in the current period.

The following table shows the total revenue (interest income), the loss from our financial statements (cost of Administration expenses, etc) before any unusual items, and the total loss and loss per share for each three month period for the last eight quarters.  The second table following shows the same items on an accumulating basis per fiscal year.

Summary of Quarterly Results (cont’d…)

for the three months ended

Total Revenue

(Income)Loss before other items

Net (Income)Loss

Total

Per Share

July 31, 2004

$

4,035

$

102,739

$

98,704

$

0.02

October 31, 2004

$

75

$

96,161

$

96,086

$

0.02

January 31, 2005

$

1,530

$

368,034

$

616,504

$

0.11

April 30, 2005

$

2,098

$

237,513

$

235,415

$

0.04

July 31, 2005

$

1,895

$

264,031

$

262,136

$

0.04

October 31, 2005

$

6,032

$

241,681

$

235,649

$

0.04

January 31, 2006

$

3,353

$

302,138

$

8,150,073

$

1.29

April 30, 2006

$

13,575

$

436,413

$

422,838

$

0.06

For the period ended

Total Revenue

Loss before other items

Net Loss

Total

Per Share

for the six month period ended July 31, 2004

$

4,362

$

194,531

$

190,169

$

0.03

for the nine month period ended October 31, 2004

$

4,437

$

290,692

$

286,255

$

0.05

for the year ended January 31, 2005

$

5,967

$

658,726

$

902,759

$

0.16

for the three month period ended April 30, 2005

$

2,098

$

237,513

$

235,415

$

0.04

for the six month period ended July 31, 2005

$

3,993

$

501,544

$

497,551

$

0.08

for the nine month period ended October 31, 2005

$

10,025

$

743,225

$

733,200

$

0.12

for the year ended January 31, 2006

$

13,378

$

1,045,363

$

8,883,273

$

1.41

for the three month period ended April 30, 2006

$

13,575

$

436,413

$

422,838

$

0.06

Liquidity

The Company currently does not have a producing mineral property.  The Company’s only source of funds has been from sale of common shares, some interest revenue from the deposit of funds raised, and the reclamation bond interest.  The exploration and development of deposits involve significant risks including commodity prices, project financing, permits and licences from various agencies in the Province of British Columbia and local political and economic developments.

At the end of the most recently completed year, the Company reported a net loss of $8,883,273 ($1.41 per share), the majority of the loss due to the write-off of the Hearne Hill claims in the amount of $7,851,288.

The Company has a long term debt for the Morrison purchase allowing for the additional cash disbursements required by our agreement.  The next required payment is on or before April 19, 2007.  Cash held at the end of the quarter was sufficient to meet our liabilities, and additional funding is in progress to ensure the Company’s continued operations.

Pacific Booker has a lease for the rental premise in which the Company’s head office operates.  It is a standard rental lease which expires in April 2009.  Details on the financial obligations are detailed in our annual financial statements (Note 13).

Off-Balance Sheet Arrangements

The Company has one off Balance Sheet arrangement with Falconbridge Limited (formerly Noranda Mining and Exploration Inc.) for 250,000 shares to be issued on commencement of commercial production on the Morrison property.  The details on this transaction are disclosed in our annual financial statements (Note 3).

Proposed Transactions

The Company does not have any proposed transactions planned, with the exception of continued funding arrangements.

Accounting Estimates and changes in policies

The Company has detailed its significant accounting policies in Note 2 and in Note 17 (re: US versus Canadian GAAP) of the annual financial statements.

Forward Looking Statements

This discussion may include forward-looking statements respecting the Company’s strategies.  By their nature, forward-looking statements are subject to numerous risks and uncertainties that can significantly affect future results. Actual future results may differ materially from those assumed or described in such statements as a result of the impact of issues, risks and uncertainties, which the Company may not be able to control.  The reader is therefore cautioned not to place undue reliance on such forward-looking statements.  The Company disclaims any intention or obligation to update or revise these forward-looking statements.

Related Party Transactions

Payments were made or incurred to 3 company directors for services provided in the course of normal business operations.  Specifically, to G. Anderson, CEO and J. Plourde, for shareholder relations and financing, and to E. Tornquist for services related to property management activities.  Also included in the related party note are payments made to the wife of E. Tornquist for administrative assistant functions and to CFO, R. Swan for accounting and management services.  Fees for these services amounted to $72,347 in this quarter compared to $55,500 for the corresponding period in the previous fiscal year.

Outlook for 2006

Work will continue towards completion of a full Feasibility Study.  This includes detailed design of the pit, process plant, waste disposal system and mine plans; and environmental studies.

The final "Terms of Reference" document will be developed in consultation with government agencies, First Nations and the public.  Work will continue to complete the requirements for an Environmental Assessment Certificate. This includes Baseline Data Collection and Environmental Characterization, Environmental Assessment, Socio-economic Impact Assessment, and Permitting.

The key environmental issues to be addressed are Air Quality, Surface Water Hydrology, Groundwater Hydrology, Wildlife and Wildlife Habitat, Fisheries and Aquatic Habitat, Trace Metals in Vegetation, Archaeology, Acid Rock Drainage (ARD) and Hazardous Substances Management, Emergency Response and Sustainability.

Based upon the Pit Definition drill program completed in December 2005, an updated Mineral Resource Estimate will be completed.

The following reports, based upon the geotechnical drill programs conducted in previous quarters, will be completed:

•

Open Pit Site Investigations

•

Open Pit Slope Design

•

Waste Management Site Geotechnical Investigations

Disclosure of outstanding share data

Details of our share transactions for the quarter and a listing of our outstanding options and warrants can be found in Note 7 of our interim financial statements.

Subsequent to the end of the quarter, the following share transactions were made:

Shares issued:

Date

Details

Transaction amounts

Accumulated totals

# of shares

$

# of shares

$

April 30, 2006

balance forward

7,810,439

27,521,304

May 9, 2006

Options

7,000

35,000

7,817,439

27,556,304

May 11, 2006

Warrants

50,000

202,500

7,867,439

27,758,804

May 15, 2006

Warrants

50,000

202,500

7,917,439

27,961,304

May 25, 2006

Warrants

50,000

202,500

7,967,439

28,163,804

May 29, 2006

Warrants

25,000

101,250

7,992,439

28,265,054

June 5, 2006

Warrants

75,000

303,750

8,067,439

28,568,803

June 8, 2006

Warrants

10,000

40,500

8,077,439

28,609,303

Warrant transactions:

Date

details

Exercise Price

Expiry date

# of shares

Total

April 30, 2006

total outstanding

2,207,180

May 11, 2006

Exercised

$

4.05

June 5, 2006

-50,000

2,157,180

May 15, 2006

Exercised

$

4.05

June 5, 2006

-50,000

2,107,180

May 25, 2006

Exercised

$

4.05

June 5, 2006

-50,000

2,057,180

May 29, 2006

Exercised

$

4.05

June 5, 2006

-25,000

2,032,180

June 5, 2006

Exercised

$

4.05

June 5, 2006

-75,000

1,957,180

June 8, 2006

Exercised

$

4.50

July 9, 2006

-10,000

1,947,180

Options transactions:

Date

details

Exercise Price

Expiry date

# of shares

Total

April 30, 2006

total outstanding

1,218,000

May 9, 2006

Exercised

$

5.00

July 2, 2007

-7,000

1,211,000

June 27, 2006

Granted

$

5.25

June 27, 2011

216,000

1,427,000

Additional Disclosure for Venture Issuers

Mineral Property Interests

The following tables show the cost (write off) of acquisition payments by claim for each of the last eight quarters.

Hearne Hill

Morrison

Copper

CUB

Total

as at July 31, 2004

946,000

4,652,500

130,000

120,000

5,848,500

to October 31, 2004

-

-

-

-

-

to January 31, 2005

100,000

-

(130,000)

(120,000)

(150,000)

as at January 31, 2005

1,046,000

4,652,500

-

-

5,698,500

to April 30, 2005

-

180,000

-

-

180,000

to July 31, 2005

-

-

-

-

-

to October 31, 2005

-

-

-

-

-

to January 31, 2006

(1,046,000)

-

-

-

(1,046,000)

as at January 31, 2006

-

4,832,500

-

-

4,832,500

to April 30, 2006

-

-

-

-

-

as at April 30, 2006

-

4,832,500

-

-

4,832,500

Deferred Exploration & Development expenditures

The table following shows the exploration expenditures or (write-offs) for each of the last eight quarters on a per claim basis.

Hearne Hill

Morrison

Grants/Tax Credits

Total

as at July 31, 2004

6,685,820

6,227,360

(851,746)

12,061,434

to October 31, 2004

12,031

190,589

-

202,620

to January 31, 2005

5,370

104,404

-

109,774

as at January 31, 2005

6,703,221

6,522,353

(851,746)

12,373,828

to April 30, 2005

64

368,103

-

368,167

to July 31, 2005

65

238,032

-

238,097

to October 31, 2005

1,054

256,452

(2,242)

255,264

to January 31, 2006

(6,704,404)

612,177

(5,446)

(6,097,673)

as at January 31, 2006

-

7,997,117

(859,434)

7,137,683

to April 30, 2006

-

1,010,229

-

1,010,229

as at April 30, 2006

-

9,007,346

(859,434)

8,147,912

Equity

The table following shows the change in capital stock, share subscriptions held (or applied to stock purchase), and net general and administration expenses for each three month period  and the accumulated operating deficit and total equity for the last eight quarters.

Capital Stock

Subscriptions Held

Contributed Surplus

Operating (Income)Loss

Deficit

ending

Total Equity

as at July 31, 2004

19,624,429

-

-

190,169

4,142,326

15,482,103

to October 31, 2004

330,000

-

-

96,086

4,238,412

15,716,017

to January 31, 2005

319,675

574,775

212,914

616,504

4,854,916

16,206,877

as at January 31, 2005

20,274,104

574,775

212,914

902,759

4,854,916

16,206,877

to April 30, 2005

1,126,200

(524,975)

106,457

235,415

5,090,331

16,679,144

to July 31, 2005

-

341,000

94,094

262,136

5,352,467

16,852,102

to October 31, 2005

-

1,184,800

108,835

235,649

5,588,116

17,910,088

to January 31, 2006

2,081,800

(1,295,600)

108,371

8,150,073

13,738,189

10,654,586

as at January 31, 2006

23,482,104

280,000

630,671

8,883,273

13,738,189

10,654,586

to April 30, 2006

4,039,200

(280,000)

117,508

422,838

14,161,027

14,108,456

as at April 30, 2006

27,521,304

-

748,179

422,838

14,161,027

14,108,456