6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period   September 2022                     File No.    001-33649

Pacific Booker Minerals Inc.

(Name of Registrant)

#1103 – 1166 Alberni Street, Vancouver, B.C. V6E 3Z3

(Address of principal executive offices)

1.

Notice of Change of Auditor – September 14, 2022

2.

Letter from former auditor

3.

Letter from successor auditor

4.

Former auditor 6-K letter

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.       FORM 20-F   x  FORM 40-F  ¨

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes    ¨

No   x

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Booker Minerals Inc.

(Registrant)

Dated: September 14, 2022	By: /s/  “John Plourde”<br><br><br>John Plourde,<br><br><br>President and CEO

Notice of Change of Auditor

PACIFIC BOOKER MINERALS INC.

(the “Company”)

NOTICE OF CHANGE OF AUDITOR

The Company has changed its auditor from MNP LLP, Chartered Professional Accountants, Suite 2200, 1021 West Hastings Street, Vancouver, BC V6E 0C3 to DeVisser Gray LLP, Chartered Professional Accountants, Suite 401 - 905 West Pender Street, Vancouver, BC V6C 1L6 effective the 31st day of August, 2022.

The Company advised the former auditor of the shareholders decision authorizing the board to appoint a new auditor.

The Company’s former auditor has resigned on the auditor’s own initiative and the resignation has been accepted by the Company’s Audit Committee. The appointment of the successor auditor has also been approved by the Company’s Audit Committee.

There were no modified opinions in the former auditor’s reports for the audits of the Company’s two most recent completed fiscal years, nor for any period subsequent to May 31, 2022, the most recently completed period for which an audit report was issued by the former auditor, to July 28, 2022.

There are no reportable events between the Company and the former auditor.

The reporting package, comprising this Notice and letters of the former auditors and new auditors will be reviewed by the Company’s Audit Committee and Board of Directors prior to submission of same to the Regulatory Authorities.

PACIFIC BOOKER MINERALS INC.

Per:         "John Plourde"

Authorized Signatory

Dated: August 31, 2022

Letter from Former Auditor

September 6, 2022

TO:

Alberta Securities Commission

British Columbia Securities Commission

Dear Sirs/Madams:

Re: Pacific Booker Minerals Inc. (the “Company”)

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of the Company dated August 31, 2022 (“the Notice”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm.

Yours very truly,

Chartered Professional Accountants

encls.

Letter from Successor Auditor

September 6, 2022

Alberta Securities Commission

600, 250 - 5 Street SW

Calgary, AB, T2P 0R4

British Columbia Securities Commission

P.O. Box 10142 Pacific Centre

710 W Georgia Street

Vancouver, BC, V7Y 1L2

Dear Sirs and Mesdames:

Re:

Pacific Booker Minerals Inc. (the “Company”)

Notice Pursuant to National Instrument 51-102 – Change of Auditor

This letter is being delivered to you pursuant to National Instrument 51-102 of the Canadian Securities Administration (“NI-102”) in connection with the resignation of MNP LLP, Chartered Professional Accountants, from the office of the auditor of the Company and the appointment of DeVisser Gray LLP, Chartered Professional Accountants (“DeVisser”), as the successor to MNP LLP as auditor of the Company effective August 31, 2022.

As required by NI 51-102, we have reviewed the information contained in the Notice of Change of Auditor dated August 31, 2022 (the “Notice”) prepared by the Company. Based upon our knowledge as at the date hereof, we hereby confirm that we are in agreement with the statements contained in the Notice that relate to us and that we have no basis to agree or disagree with the statement contained in the Notice that relates to MNP LLP.

Yours truly,

CHARTERED PROFESSIONAL ACCOUNTANTS

MNP Letter to SEC

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington DC 20549

Ladies and Gentlemen:

We have read Item 1 of the Form 6-K dated September 14, 2022 (the “Form 6-K”) of Pacific Booker Minerals Inc. (the “Company”) and are in agreement with the statements contained in Item 1. We have no basis to agree or disagree with other statements of the Company contained in the Form 6-K.

Charted Professional Accountants

Vancouver, Canada

September 14, 2022