Under the Securities Exchange Act of 1934
(Amendment No. _______*)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

This Statement relates to common shares without par value of Liberty Star Gold Corp. (the "Issuer"). The principal executive offices of the Issuer are located at 2766 N. Country Club Road, Tucson, Arizona 85716.

(a) Name: Bedrock Capital Corporation Ltd. ("Bedrock")

(b) State of Organization: British Columbia

(c) Principal business: Geological Consulting

(d) Principal office address: 3670 McKechnie Avenue, West Vancouver, BC, V7V 2M6

(e) During the last five years, Bedrock has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).

(f) During the last five years, Bedrock was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to an Agreement and Plan of Merger dated January 19, 2004, 17,500,000 shares of the Issuer's common stock were issued to Alaska Star Minerals, LLC. On November 19, 2004, 7,000,000 shares were returned to treasury and pursuant to a Membership Interest Redemption and Withdrawal Agreement dated October 29, 2004, as amended November 19, 2004, 1,750,000 shares were transferred to Bedrock Capital Corporation Ltd. in consideration for the withdrawal of Paul Matysek from Alaska Star Minerals, LLC.

Bedrock entered into the above-mentioned transactions in consideration for the withdrawal of Paul Matysek from Alaska Star Minerals, LLC.

Other than any shares or other securities of the Issuer that Bedrock may receive as compensation from the Issuer, Alaska Star does not presently have any plan or proposal which relate to or would result in any of the following: the acquisition or disposition by any person of additional securities of the Issuer; an extraordinary corporate transaction involving the Issuer or its subsidiaries; a sale or transfer of a material amount of the Issuer's or its subsidiaries' assets; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer's corporate structure; any changes to the Issuer's charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934.

Bedrock beneficially owns an aggregate of 1,750,000 shares of common stock (5.3%) of the Issuer.

Bedrock has the sole power to vote or direct the vote, and to dispose or direct the disposition, of the 1,750,000 shares of common stock (5.3%) of the Issuer. Paul Matysek is the beneficial owner of Bedrock.

Other than described in Item 3 above, Bedrock has not effected any transaction in the shares of common stock of the Issuer in the past sixty days.

Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between Reporting Persons and any other person with respect to any securities of the Issuer.

None.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.