---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB /AAmendment No. 1

[X]   Quarterly Report Under Section 13 or 15(D) of
the Securities Exchange Act of 1934

for the quarterly period ended April 30, 2007

[   ]  Transition Report Under Section 13 or
15(D) of the Securities Exchange Act of 1934

for the transition period from __________ to __________

Commission File Number: 000-52667

SOMBRIO CAPITAL CORP.(Name of small business issuer as specified in its charter)

|NEVADA                                           | 98-0533822                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

1566 Burrill AvenueNorth Vancouver, British
Columbia, Canada V7K 1L9(Address of principal executive offices)

604-312-3353Issuer's telephone number

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange 
  Act during the past 12 months (or for such shorter period that the registrant
  was required to file such 
  reports), and (2) has been subject to such filing requirements for the past
  90 days. Yes [X]  
  No [   ]

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 7,187,498
shares of common stock as of July 12, 2007.

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

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EXPLANATORY
  NOTE

Sombrio Capital Corp. has
  filed this Amendment No. 1 to Form 10-QSB to amend its quarterly report for
  the six months ended April 30, 2007 to indicate that it is a “shell company”,
  as defined in the Rule 12b-2 of the Securities Exchange Act of 1934.

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SOMBRIO CAPITAL CORP.

Quarterly Report On Form 10-QSB For The Quarterly Period
Ended April 30, 2007

INDEX

|PART I  FINANCIAL INFORMATION | 1      
|------------------------------ | -------
|                               | Item 1.
|                               | Item 2.
|                               | Item 3.
|PART II  OTHER INFORMATION    | 7      
|                               | Item 1.
|                               | Item 2.
|                               | Item 3.
|                               | Item 4.
|                               | Item 5.
|                               | Item 6.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that
involve risks and uncertainties, including statements regarding our capital
needs, business plans and expectations. Such forward-looking statements involve
risks and uncertainties regarding the market price of gold and copper,
availability of funds, government regulations, operating costs, exploration
costs, outcomes of exploration programs and other factors. Forward-looking
statements are made, without limitation, in relation to operating plans,
property exploration and development, availability of funds, environmental
reclamation, operating costs and permit acquisition. Any statements contained
herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expect", "plan",
"intend", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", the negative of such terms or other comparable terminology. Actual
events or results may differ materially. In evaluating these statements, you
should consider various factors, including the risks outlined in this quarterly
report. These factors may cause our actual results to differ materially from any
forward-looking statement. While these forward-looking statements, and any
assumptions upon which they are based, are made in good faith and reflect our
current judgment regarding our business plans, our actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. We do not intend to
update any of the forward-looking statements to conform these statements to
actual results, except as required by applicable law, including the securities
laws of the United States.

i

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PART I  FINANCIAL INFORMATION

Item
1.               
Financial Statements

The following interim financial statements of Sombrio Capital
Corp. (the Company) are included in this Quarterly Report on Form 10-QSB:

|                                                                                                                                                                                                                     | Page            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                                                                                                                                     |                 
|Balance
      Sheets as at April 30, 2007 (unaudited) and October 31, 2006 (audited)                                                                                                                                 | F-1             
|                                                                                                                                                                                                                     |                 
|Statement
      of Operations and Statement of Comprehensive Loss for the three and six
      months ended April 30, 2007 and for the period from incorporation (March
      31, 2006) to April 30, 2007 (unaudited) | F-2             
|                                                                                                                                                                                                                     |                 
|Statement
      of Cash Flows for the three and six months ended April 30, 2007 and for
      the period from incorporation (March 31, 2006) to April 30, 2007
      (unaudited)                                     | F-3             
|                                                                                                                                                                                                                     |                 
|Notes
      to Consolidated Financial Statements                                                                                                                                                                     | F-4
      to F-8

- 1 -

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

SECOND QUARTER INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007(Unaudited) 
  (Stated in U.S. Dollars)

---

SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

BALANCE SHEETS(Unaudited) 
  (Stated in U.S. Dollars)

|                                                               |   | APRIL 30 |   |   | OCTOBER
      31 |  
|-------------------------------------------------------------- | - | -------- | - | - | ---------------- | -
|                                                               |   | 2007     |   |   | 2006             |  
|                                                               |   |          |   |   |                  |  
|ASSETS                                                         |   |          |   |   |                  |  
|                                                               |   |          |   |   |                  |  
|Current                                                        |   |          |   |   |                  |  
|Cash                                                           | $ | 95,049   |   | $ | 74,684           |  
|                                                               |   |          |   |   |                  |  
|Mineral Property Acquisition Costs                             |   | 3,596    |   |   | 3,596            |  
|                                                               |   |          |   |   |                  |  
|                                                               | $ | 98,645   |   | $ | 78,280           |  
|                                                               |   |          |   |   |                  |  
|LIABILITIES                                                    |   |          |   |   |                  |  
|                                                               |   |          |   |   |                  |  
|Current                                                        |   |          |   |   |                  |  
|Accounts
      payable and accrued liabilities                 | $ | 3,694    |   | $ | 9,446            |  
|                                                               |   |          |   |   |                  |  
|SHAREHOLDERS EQUITY                                           |   |          |   |   |                  |  
|                                                               |   |          |   |   |                  |  
|Share Capital                                                  |   |          |   |   |                  |  
|Authorized:                                                    |   |          |   |   |                  |  
|100,000,000 common voting stock with a par value of            |   |          |   |   |                  |  
|$0.001 per share                                               |   |          |   |   |                  |  
|5,000,000 preferred stock with
      a par value of $0.001 per |   |          |   |   |                  |  
|share                                                          |   |          |   |   |                  |  
|Issued:                                                        |   |          |   |   |                  |  
|7,187,498 common shares outstanding as at April 30, 2007       |   |          |   |   |                  |  
|and 6,760,998 as at October 31, 2006                           |   | 7,188    |   |   | 6,761            |  
|                                                               |   |          |   |   |                  |  
|Additional Paid In Capital                                     |   | 116,122  |   |   | 73,899           |  
|Accumulated Other Comprehensive Loss                           |   | (648     | ) |   | (178             | )
|Accumulated Deficit During The Exploration
      Stage         |   | (27,711  | ) |   | (11,648          | )
|                                                               |   | 94,951   |   |   | 68,834           |  
|                                                               |   |          |   |   |                  |  
|                                                               | $ | 98,645   |   | $ | 78,280           |  

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

---

SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

STATEMENT OF OPERATIONS(Unaudited) 
  (Stated in U.S. Dollars)

|                                  |   |           |   |   |           |   |   | CUMULATIVE |  
|--------------------------------- | - | --------- | - | - | --------- | - | - | ---------- | -
|                                  |   |           |   |   |           |   |   | PERIOD     |  
|                                  |   |           |   |   |           |   |   | FROM       |  
|                                  |   | THREE     |   |   | SIX       |   |   | INCEPTION  |  
|                                  |   | MONTHS    |   |   | MONTHS    |   |   | MARCH 31   |  
|                                  |   | ENDED     |   |   | ENDED     |   |   | 2006 TO    |  
|                                  |   | APRIL 30  |   |   | APRIL 30  |   |   | APRIL 30   |  
|                                  |   | 2007      |   |   | 2007      |   |   | 2007       |  
|                                  |   |           |   |   |           |   |   |            |  
|Revenue                           | $ | -         |   | $ | -         |   | $ | -          |  
|                                  |   |           |   |   |           |   |   |            |  
|Expenses                          |   |           |   |   |           |   |   |            |  
|Consulting fees                   |   | -         |   |   | 3,142     |   |   | 7,352      |  
|General and
      administrative  |   | 145       |   |   | 263       |   |   | 1,169      |  
|Professional fees                 |   | 7,900     |   |   | 12,658    |   |   | 19,190     |  
|                                  |   |           |   |   |           |   |   |            |  
|Net Loss For The Period           | $ | (8,045    | ) | $ | (16,063   | ) | $ | (27,711    | )
|                                  |   |           |   |   |           |   |   |            |  
|Basic And Diluted Loss Per Share  | $ | (0.00     | ) | $ | (0.00     | ) |   |            |  
|                                  |   |           |   |   |           |   |   |            |  
|Weighted Average Number Of Common |   |           |   |   |           |   |   |            |  
|Shares Outstanding                |   | 7,180,756 |   |   | 7,039,075 |   |   |            |  

STATEMENT OF COMPREHENSIVE LOSS(Unaudited) 
  (Stated in U.S. Dollars)

|                                              |   |          |  |   |          |   |   | CUMULATIVE  |  
|--------------------------------------------- | - | -------- |  | - | -------- | - | - | ----------- | -
|                                              |   |          |  |   |          |   |   | PERIOD FROM |  
|                                              |   | THREE    |  |   | SIX      |   |   | INCEPTION   |  
|                                              |   | MONTHS   |  |   | MONTHS   |   |   | MARCH 31    |  
|                                              |   | ENDED    |  |   | ENDED    |   |   | 2006 TO     |  
|                                              |   | APRIL 30 |  |   | APRIL 30 |   |   | APRIL 30    |  
|                                              |   | 2007     |  |   | 2007     |   |   | 2007        |  
|                                              |   |          |  |   |          |   |   |             |  
|Other Comprehensive Loss                      |   |          |  |   |          |   |   |             |  
|Net loss
      for the period                 | $ | 8,045    |  | $ | (16,063  | ) | $ | (27,711     | )
|Foreign currency translation
      adjustment |   | 259      |  |   | (469     | ) |   | (648        | )
|                                              |   |          |  |   |          |   |   |             |  
|Total Comprehensive
      Loss                | $ | 8,304    |  | $ | (16,532  | ) | $ | (28,359     | )

Prior year comparative figures are not presented because the
  Company was incorporated on March 31, 2006.

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

---

SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

STATEMENT OF CASH FLOWS(Unaudited) 
  (Stated in U.S. Dollars)

|                                                    |   |          |   |   |          |   |   | CUMULATIVE  |  
|--------------------------------------------------- | - | -------- | - | - | -------- | - | - | ----------- | -
|                                                    |   |          |   |   |          |   |   | PERIOD FROM |  
|                                                    |   | THREE    |   |   | SIX      |   |   | INCEPTION   |  
|                                                    |   | MONTHS   |   |   | MONTHS   |   |   | MARCH 31    |  
|                                                    |   | ENDED    |   |   | ENDED    |   |   | 2006 TO     |  
|                                                    |   | APRIL 30 |   |   | APRIL 30 |   |   | APRIL 30    |  
|                                                    |   | 2007     |   |   | 2007     |   |   | 2007        |  
|                                                    |   |          |   |   |          |   |   |             |  
|Cash (Used In) Operating Activities                 |   |          |   |   |          |   |   |             |  
|Net loss
      for the period                       | $ | (8,045   | ) | $ | (16,063  | ) | $ | (27,711     | )
|Changes in non-cash operating
      working capital |   |          |   |   |          |   |   |             |  
|item:                                               |   |          |   |   |          |   |   |             |  
|Accounts payable and accrued liabilities            |   | 198      |   |   | (5,752   | ) |   | 3,694       |  
|                                                    |   | (7,847   | ) |   | (21,815  | ) |   | (24,017     | )
|                                                    |   |          |   |   |          |   |   |             |  
|Cash Provided By Investing Activity                 |   |          |   |   |          |   |   |             |  
|Mineral property acquisition
      costs            |   | -        |   |   | -        |   |   | (3,596      | )
|                                                    |   |          |   |   |          |   |   |             |  
|Cash Provided By Financing Activity                 |   |          |   |   |          |   |   |             |  
|Issuance
      of common stock                      |   | 9,950    |   |   | 42,650   |   |   | 123,310     |  
|                                                    |   |          |   |   |          |   |   |             |  
|Foreign Exchange Effect On Cash                     |   | 258      |   |   | (470     | ) |   | (648        | )
|                                                    |   |          |   |   |          |   |   |             |  
|Increase In Cash                                    |   | 2,361    |   |   | 20,365   |   |   | 95,049      |  
|                                                    |   |          |   |   |          |   |   |             |  
|Cash, Beginning Of Period                           |   | 92,688   |   |   | 74,684   |   |   | -           |  
|                                                    |   |          |   |   |          |   |   |             |  
|Cash, End Of Period                                 | $ | 95,049   |   | $ | 95,049   |   | $ | 95,049      |  
|                                                    |   |          |   |   |          |   |   |             |  
|                                                    |   |          |   |   |          |   |   |             |  
|Supplemental Disclosure Of Cash Flow Information    |   |          |   |   |          |   |   |             |  
|Cash paid
      during the period for:              |   |          |   |   |          |   |   |             |  
|Interest                                            | $ | -        |   | $ | -        |   | $ | -           |  
|Income taxes                                        | $ | -        |   | $ | -        |   | $ | -           |  

Prior year comparative figures are not presented because the
  Company was incorporated on March 31, 2006.

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

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The unaudited financial information furnished herein
        reflects all adjustments which, in the opinion of management, are necessary
        to fairly state the Companys financial position and the results
        of its operations for the periods presented. These second quarter financial
        statements should be read in conjunction with the Companys financial
        statements and notes for the fiscal year ended October 31, 2006. The Company
        assumes that the users of the interim financial information herein have
        read, or have access to, the audited financial statements for the preceding
        fiscal year, and that the adequacy of additional disclosure needed for
        a fair presentation may be determined in that context. Accordingly, footnote
        disclosure, which would substantially duplicate the disclosure contained
        in the financial statements for the fiscal year ended October 31, 2006,
        has been omitted. The results of operations for the six month period ended
        April 30, 2007 are not necessarily indicative of results for the entire
        year ending October 31, 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Sombrio Capital Corp. (the Company) was
        incorporated in the State of Nevada, U.S.A., on March 31, 2006. The Companys
        principal executive offices are in Vancouver, British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        The Company was formed for the purpose of acquiring exploration and development
        stage natural resource properties. The Company has not commenced business
        operations. The Company is an exploration stage company as defined in
        the Securities and Exchange Commission (S.E.C.) Industry Guide
        No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying financial statements have been prepared
        assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | As shown in the accompanying financial statements, the
        Company has incurred a net loss of $27,711 for the period from March 31,
        2006 (inception) to April 30, 2007, and has no sales. The future of the
        Company is dependent upon its ability to obtain financing and upon future
        profitable operations from the development of its natural resource properties.
        Management has plans to seek additional capital through a private placement
        and public offering of its common stock. The financial statements do not
        include any adjustments relating to the recoverability and classification
        of recorded assets, or the amounts of and classification of liabilities
        that might be necessary in the event the Company cannot continue in existence.                                                                                                                                                                                                                                                                                                                                                            

---

SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           

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SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           

---

SOMBRIO CAPITAL CORP.(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

APRIL 30, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                 
|   | h)                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                 
|3. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                 
|   | During the period ended October 31, 2006,
        the Company entered into a purchase agreement to acquire an undivided
        100% interest in a mineral claim (known as the Lincoln 1)
        located in the Province of British Columbia. The consideration was $3,596
        cash (paid) on execution of the agreement.
|   |                                                                                                                                                                                                                                                                                                                                 
|4. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                 
|   | On May 31, 2006, the Company sold 5,000,000
        shares of common stock at $0.001 per share for cash.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                 
|   | On July 13, 2006, pursuant to a private placement,
        the Company sold 999,999 shares of common stock at $0.03 per share for
        cash.                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                 
|   | On September 23, 2006, pursuant to a private
        placement, the Company sold 760,999 shares of common stock at $0.06 per
        share for cash.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                 
|   | On December 31, 2006, pursuant to a private
        placement, the Company sold 418,500 shares of common stock at $0.10 per
        share.                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                 
|   | On April 16, 2007, pursuant to a private placement,
        the Company sold 8,000 shares of common stock at $0.10 per share..                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                 
|   | The Company has no stock option plan, warrants
        or other dilutive securities.                                                                                                                                                                                                                                            

---

Item
2.               
Managements Discussion and Analysis

The following discussion of our financial condition, changes in
financial condition and results of operations for the three and six months ended
April 30, 2007 should be read in conjunction with our unaudited interim
financial statements and related notes for the three and six months ended April
30, 2007.

Overview of Our Business

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We are the owner of the Lincoln 1 mineral
claim which is located in the Kamloops Mining Division of the Province of
British Columbia. We believe that the Lincoln 1 mineral claim may be prospective
for commercially exploitable deposits of gold. The Lincoln 1 mineral claim does
not contain any substantiated mineral deposits or reserves of minerals. Minimal
exploration has been carried out on our Lincoln 1 mineral claim. Accordingly,
additional exploration of our Lincoln 1 mineral claim is required before any
determination as to whether any commercially viable mineral deposit may exist on
our Lincoln 1 mineral claim. Our plan of operations is to carry out preliminary
exploration work on our Lincoln 1 mineral claim in order to ascertain whether
our mineral claim warrants advanced exploration to determine whether they
possess commercially exploitable deposits of gold. We will not be able to
determine whether or not our mineral claim contains a commercially exploitable
mineral deposit, or reserve, until appropriate exploratory work is done and an
economic evaluation based on that work concludes economic viability.

We acquired the Lincoln 1 mineral claims in June 2006. We have
obtained a geological report on our Lincoln 1 mineral claim that has recommended
a phased exploration program on our property. We have completed an initial phase
and the first stage of the second phase of this recommended exploration program.
We have determined to proceed with the second stage of the second phase of this
recommended exploration program. We plan to complete the second stage of the
second phase in the third quarter of our current fiscal year and we plan to
complete the third phase of the exploration program by the end of our current
fiscal year, subject to our determination to proceed with this phase based on
the results of the second phase of the exploration program. We plan to continue
exploration of our mineral claims for so long as the results of the geological
exploration that we complete indicate the further exploration of our mineral
claims is recommended and we have sufficient financing.

The estimated cost of this five phase exploration program is
$91,500. At April 30, 2007, we had cash of $95,049 and working capital of
$91,355. Based on these financial resources, we have sufficient funds to enable
us to complete initial four phases of our exploration program. We will, however,
require additional financing in order to complete the fifth phase of exploration
of our mineral claims and any additional exploration required to determine
whether any mineral deposit exists on our minerals claims. Even if we determine
that a mineral deposit exists on our mineral claims, an economic evaluation must
be completed before the economic viability of commercial exploitation of our
mineral claims could be completed. Both advanced exploration and an economic
determination will be contingent upon the results of our preliminary exploration
programs and our ability to raise additional financing in order to proceed with
advanced exploration and an economic evaluation. There is no assurance that we
will be able to obtain any additional financing to fund our exploration
activities.

We are considered an exploration or exploratory stage company
as we are involved in the examination and investigation of land that we believe
may contain valuable minerals, for the purpose of discovering the presence of
ore, if any, and its extent. Since we are an exploration stage company, there is
no assurance that a commercially viable mineral deposit exists on any of our
properties, and a great deal of further exploration will be required before a
final evaluation as to the economic and legal feasibility for

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our future exploration is determined. We have no known reserves
of any type of mineral. To date, we have not discovered an economically viable
mineral deposit on the mineral property, and there is no assurance that we will
discover one.

We have no revenues, have achieved losses since inception, have
been issued a going concern opinion by our auditors and rely upon the sale of
our securities to fund operations. We will not generate revenues even if our
exploration program indicates that a mineral deposit may exist on our mineral
claims. Accordingly, we will dependent on future additional financing in order
to maintain our operations and continue our exploration activities.

We were incorporated as Sombrio Capital Corp. under the laws
  of Nevada on March 31, 2006. Our principal offices are located at 1566 Burrill
  Avenue, North Vancouver, British Columbia, Canada V7K 1L9. Our telephone number
  is (604) 312-3353 and our fax number is (778) 338-4418 .

Plan of Operations

We have not earned revenues to date. Our plan of operations is
as described below:

1. ****We plan to complete the second stage of phase two of our recommended
exploration program on our Lincoln 1 mineral claim. The second stage of phase
two will consist of a detailed field examination of potential exploration sites
and will include localized geophysical surveys. This second stage of phase two
is estimated to cost approximately $3,500. We have commenced this phase of our
exploration program and anticipate completing this phase in the third quarter of
fiscal 2007.

2. ****We plan to complete phase three of our recommended exploration program
on our Lincoln 1 mineral claim. Phase three will consist of a two stage general
and detailed examination of potential exploration sites and is estimated to cost
approximately $11,000. We expect to commence the first stage of the third phase
of our exploration program in the fall of 2007, depending on the availability of
our consulting geologist.

3. ****If warranted by the results of phase three, we intend to proceed with
phase four of our recommended exploration program. Phase four is estimated to
cost $18,000 and will be comprised of a test diamond drilling program. We
anticipate that we will have sufficient funding in order to conduct the phase
four drilling program.

4. ****We anticipate spending approximately $2,000 in ongoing general and
administrative expenses per month for the next twelve months, for a total
anticipated expenditure of $24,000 over the next twelve months. The general and
administrative expenses for the year will consist primarily of professional fees
for the audit and legal work relating to our regulatory filings throughout the
year, as well as transfer agent fees, annual mineral claim fees and general
office expenses.

5. ****We anticipate spending approximately $40,000 in complying with our
obligations as a reporting company under the Securities Exchange Act of
1934. These expenses will consist primarily of professional fees relating to
the preparation of our financial statements and completing our annual report,
quarterly report, current report and proxy statement filings with the SEC.

As at April 30, 2007, we had cash reserves of $95,049 and
working capital of $91,355. We anticipate that our cash and working capital will
be sufficient to enable us to complete phases two, three and four of our
exploration program, to pay for the professional fees relating to our
obligations as a reporting company under the Securities Act of 1934and
our general and administrative expenses for the next twelve months. However, our
ability to complete phase five of the recommended work program will be subject
to us obtaining additional financing as these expenditures will exceed our cash
reserves.

- 3 -

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During the twelve month period following the date of this
quarterly report, we anticipate that we will not generate any revenue.
Accordingly, we will be required to obtain additional financing in order to
continue our plan of operations. We believe that debt financing will not be an
alternative for funding additional phases of exploration as we do not have
tangible assets to secure any debt financing. We anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock. However, we do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund phase two of our exploration program.
In the absence of such financing, we will not be able to continue exploration of
our mineral claims and our business plan will fail. Even if we are successful in
obtaining equity financing to fund phase five of our exploration program, there
is no assurance that we will obtain the funding necessary to pursue any advanced
exploration of our mineral claims following the completion of phase five. If we
do not continue to obtain additional financing, we will be forced to abandon our
mineral claims and our plan of operations

We may consider entering into a joint venture arrangement to
provide the required funding to develop the mineral claims. We have not
undertaken any efforts to locate a joint venture partner for the mineral claims.
Even if we determined to pursue a joint venture partner, there is no assurance
that any third party would enter into a joint venture agreement with us in order
to fund exploration of our mineral claims. If we entered into a joint venture
arrangement, we would likely have to assign a percentage of our interest in our
mineral claims to the joint venture partner.

Critical Accounting Policies

Going Concern

As shown in the accompanying financial statements, we have
incurred a net loss of $27,711 for the period from March 31, 2006 (inception) to
April 30, 2007, and has no sales. Our future is dependent upon our ability to
obtain financing and upon future profitable operations from the development of
its natural resource properties. Management has plans to seek additional capital
through a private placement and public offering of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event we cannot
continue in existence.

Exploration Stage Activities

We have been in the exploration stage since its formation and
have not yet realized any revenues from its planned operations. We are an
exploration stage company as defined in the SEC Industry Guide No. 7.

Results Of Operations  Three and Six Months Ended April 30,
2007

References to the discussion below to fiscal 2007 are to our
current fiscal year which will end on October 31, 2007. References to fiscal
2006 are to our fiscal year ended October 31, 2006.

|                                 |   | THREE         |  |   | SIX MONTHS |  |   | CUMULATIVE              | 
|-------------------------------- | - | ------------- |  | - | ---------- |  | - | ----------------------- | 
|                                 |   | MONTHS        |  |   | ENDED      |  |   | PERIOD FROM             | 
|                                 |   | ENDED         |  |   | APRIL 30,  |  |   | INCEPTION               | 
|                                 |   | APRIL 30,2007 |  |   | 2007       |  |   | MARCH 31, 2006          | 
|                                 |   |               |  |   |            |  |   | TO APRIL
      30, 2007 | 
|                                 |   |               |  |   |            |  |   |                         | 
|Revenue                          | $ | -             |  | $ | -          |  | $ | -                       | 
|                                 |   |               |  |   |            |  |   |                         | 
|Expenses                         |   |               |  |   |            |  |   |                         | 
|Consulting fees                  |   | -             |  |   | 3,142      |  |   | 7,352                   | 
|General
      and administrative |   | 145           |  |   | 263        |  |   | 1,169                   | 

- 4 -

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|                        |   | THREE         |   |   | SIX MONTHS |   |   | CUMULATIVE              |  
|----------------------- | - | ------------- | - | - | ---------- | - | - | ----------------------- | -
|                        |   | MONTHS        |   |   | ENDED      |   |   | PERIOD FROM             |  
|                        |   | ENDED         |   |   | APRIL 30,  |   |   | INCEPTION               |  
|                        |   | APRIL 30,2007 |   |   | 2007       |   |   | MARCH 31, 2006          |  
|                        |   |               |   |   |            |   |   | TO APRIL
      30, 2007 |  
|****Professional fees   |   | 7,900         |   |   | 12,658     |   |   | 19,190                  |  
|                        |   |               |   |   |            |   |   |                         |  
|Net Loss For The Period | $ | (8,045        | ) | $ | (16,063    | ) | $ | (27,711                 | )

Revenues

We have had no operating revenues since our inception on March
31, 2006 through to the period ended April 30, 2007. We anticipate that we will
not generate any revenues for so long as we are an exploration stage
company.

Consulting Fees

Consulting fees include amounts that we pay to our consulting
geologist, Mr. Sookochoff, in connection with the completion of exploration
activities carried out on our mineral claim.

General and Administrative

We incurred a total of $1,169 in general and administrative
expenses from the period from March 31, 2006 (date of incorporation) through to
the period ended April 30, 2007.

Professional Fees

Professional fees include our accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and professional fees that we pay to our legal counsel. Our
accounting and auditing expenses were incurred in connection with the
preparation of our audited financial statements and unaudited interim financial
statements and our preparation and filing of a registration statement with the
SEC. Our legal expenses represent amounts paid to legal counsel in connection
with our corporate organization. Legal expenses will be ongoing during fiscal
2007 as we are subject to the reporting obligations of the Securities Exchange
Act of 1934.

Liquidity And Capital Resources

We had cash of $95,049 and working capital of $91,355 as at
April 30, 2007, compared to cash of $74,684 and a working capital of $65,238 as
at October 31, 2006.

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Plan Of Operations

We estimate that our total expenditures over the next twelve
months will be approximately $96,500, as outlined above under the heading Plan
of Operations. We anticipate that our cash and working capital will be
sufficient to enable us to complete phases two, three and four of our
exploration program, to pay for the professional fees relating to our
obligations as a reporting company under the Securities Act of 1934and
ourgeneral and administrative expenses for the next twelve months.
However, our ability to complete phase five of the recommended work program will
be subject to us obtaining additional financing as these expenditures will
exceed our cash reserves. We anticipate that our cash and working capital will
be sufficient to enable us to sustain our operations for the next twelve months,
provided that we do not complete phase five during this period. If we determine
to proceed with phase five during the next twelve months, then we will require
additional financing.

Cash Used In Operating Activities

We used cash in operating activities in the amount of $24,017
during the period from our inception on March 31, 2006 through to April 30, 2007
and $21,815 during the six months ended April 30, 2007. Cash used in operating
activities was funded by cash from financing activities.

Cash From Investing Activities

We used cash in investing activities in the amount of $3,596
during the period from our inception on March 31, 2006 through to April 30,
2007, which amount was attributable to our purchase of the Lincoln mineral
claim, and $nil during the six months ended April 30, 2007.

Cash from Financing Activities

We generated cash from financing activities in the amount of
$123,310 during the period from our inception on March 31, 2006 through to April
30, 2007 and $42,650 during the six months ended April 30, 2007. Cash generated
by financing activities is attributable to the private placement financings of
our common stock that we have completed since our incorporation.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any extensive business activities. For these
reasons our auditors stated in their report that they have substantial doubt we
will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

- 6 -

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Item
3.               
Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of April
30, 2007, being the date of our most recently completed quarter. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. Derek Page. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified by the rules and forms of the Securities and Exchange
Commission (the SEC).

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief
Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended April 30, 2007, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended April 30, 2007.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and

|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART II  OTHER INFORMATION

Item
1.               
Legal Proceedings

We currently are not a party to any material legal proceedings
and to our knowledge, no such proceedings are threatened or contemplated.

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

We did not complete any sales of securities without
registration under the Securities Act of 1933 (the Securities Act) during the
three months ended April 30, 2007.

Item
3.               
Defaults Upon Senior Securities

None.

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

No matters were submitted to our security holders for a vote
during the three months ended April 30, 2007.

Item
5.               
Other Information

Our bylaws were amended effective July 12, 2007 in order to
remove certain private company restrictions on transfer. Our amended and
restated bylaws are attached hereto as Exhibit 3.3.

Item
6.               
Exhibits

The following exhibits are included with this Quarterly Report
on Form 10-QSB:

|Exhibit |                                                                                                                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                  
|3.1     | Articles of
        Incorporation (1)                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                  
|3.2     | By-Laws (1)                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                  
|3.3     | Amended
        and Restated By-Laws (2)                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                  
|5.1     | Opinion of Lang
        Michener LLP, with consent to use, regarding the legality of the securities
        being registered (1)                                                                                                                 
|        |                                                                                                                                                                                                                                                  
|10.1    | Bill of Sale
        dated June 29, 2006 between Sombrio Capital Corp. and Laurence Sookochoff
        (1)                                                                                                                                       
|        |                                                                                                                                                                                                                                                  
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a-14(a) of the Exchange Act (3)                                                                                                          
|        |                                                                                                                                                                                                                                                  
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Rule
        13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes- Oxley Act of 2002 (3)

|(1) | Filed as an exhibit to our registration statement on
        Form SB-2 filed with the SEC on May 15, 2007
|--- | ---------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit
      to our Quarterly Report on Form 10-QSB filed with the SEC on July 16, 2007.    
|(3) | Filed as an exhibit
      to this Amendment No. 1 to Quarterly Report on Form 10-QSB.                    

- 8 -

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SIGNATURES

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

| | **SOMBRIO CAPITAL CORP.** |                                                    
| | ------------------------- | ---------------------------------------------------
| |                           |                                                    
| |                           |                                                    
| |                           |                                                    
| | By:                       | /s/ Derek Page                                     
| |                           | Derek Page                                         
| |                           | Chief Executive Officer and Chief Financial Officer
| |                           | Date: August
      27, 2007                        

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