# ** **

# **SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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** **

**FORM 40-F/A**

 

**(Amendment No.1)**

 

| **o****REGISTRATION  STATEMENT PURSUANT TO SECTION 12 OF THE**                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **SECURITIES  EXCHANGE ACT OF 1934**                                                                                                                                                                   |
| ** **                                                                                                                                                                                             |
| **x****ANNUAL REPORT  PURSUANT TO SECTION 13(a) OR 15(d) OF THE**                                                                                                                                      |
| **SECURITIES  EXCHANGE ACT OF 1934**                                                                                                                                                                   |
| ** **                                                                                                                                                                                             |
| **For the fiscal year ended June 30, 2007****                   ****Commission File Number  000-52299** |

 

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**Northern Peru Copper Corp.**

(Exact name of Registrant as specified in itscharter)

 

| **British Columbia**              | ** ** | **1000**                     | ** ** | **Not Applicable**  |
|-----------------------------------|------------|------------------------------|------------|---------------------|
| (Province or other Jurisdiction   |       | (Primary Standard Industrial |       | (I.R.S. Employer    |
| of Incorporation or Organization) |       | Classification Code Number)  |       | Identification No.) |

 

**1550 – 625 Howe Street**

**Vancouver, British Columbia**

**V6C 2T6**

**(604) 687-0407**

(Address and telephone number of Registrants’principal executive offices)

 

**CT  Corporation System**

**111 Eighth Avenue, 13th Floor**

**New York, NY 10011**

**(212) 894-8940**

(Name, address (including zip code) and telephonenumber

(including area code) of agent for service in theUnited States)

 

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Securitiesregistered or to be registered pursuant to Section 12(b) of the Act.

 

**None**

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act.

 

**Common Shares, No Par Value**

 

Securitiesfor which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

**None**

 

Forannual reports, indicate by check mark the information filed with this Form:

 
| x Annual information form |   | x Audited annual financial statements |
|---------------------------|--------|---------------------------------------|

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by this annual report.

 

**The Registrant had 29,314,442 Common Shares**

**outstanding as at June 30, 2007**

 

Indicate by check mark whether the Registrant by filing the informationcontained in this Form is also thereby furnishing the information to theCommission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934(the “Exchange Act”). If “Yes” is marked, indicate the filing number assignedto the registrant in connection with such Rule.

 
| Yes              82- |   | No x |
|----------------------------------------------------------------------------------|--------|------|

 

 

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act during the preceding 12 months(or for such shorter period that the Registrant was required to file suchreports) and (2) has been subject to such filing requirements for the past 90days.

 
| Yes x |   | No                |
|-------|--------|------------------------------------------------------------------------------------|

 

 

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**DOCUMENTS FILED UNDER COVER OF THIS FORM**

 
| Document No. 1: |   | Revised Management’s  Discussion and Analysis of Financial Condition and Results of Operations for  the year ended June 30, 2007. |
|-----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------|

 

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**Explanatory Note**

*** ***

***Revision***

 

The originally filed version of this MD&A contained a typographicalerror in footnote 1 of the table on page 3 highlighting the results of the PrefeasibilityStudy completed on the Company’s Galeno copper/gold/molybdenum/silverproject.  This revised MD&A correctsthat error in the footnote.  The changehas no impact on the Company’s financial statements or financial results.

 

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**Document No. 1**

 

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**REVISED**

 

 
| **REVISED Management’s  Discussion and Analysis** | ** ** | ** **           |
|--------------------------------------------------------|------------|----------------------|
| **For the  Year Ended June 30, 2007**                  | ** ** | **October 22, 2007** |

 

Northern Peru Copper Corp. (“Northern Peru” or the “Company”) isa resource exploration company with a focus on developing and advancing copperexploration projects in Peru. Northern Peru’s head office is located inVancouver, Canada. The Company’s common shares trade on the Toronto StockExchange (“TSX”) under the symbol “NOC”.

 

Thismanagement’s discussion and analysis (“MD&A”) focuses on significantfactors that affected Northern Peru and its subsidiaries during the relevantreporting period and to the date of this report. The MD&A supplements, butdoes not form part of, the audited consolidated financial statements of theCompany, and the notes thereto, for the year ended June 30, 2007. Therefore,the following discussion and analysis should be read in conjunction with theaudited consolidated financial statements for the year ended June 30, 2007 andthe related notes thereto. All amounts presented in this MD&A are inCanadian dollars unless otherwise indicated.

 

***Revision***

 

The originally filed version ofthis MD&A contained a typographical error in footnote 1 of the table onpage 3 highlighting the results of the Prefeasibility Study completed on theCompany’s Galeno copper/gold/molybdenum/silver project.  This revised MD&A corrects that error inthe footnote.  The change has no impacton the Company’s financial statements or financial results.

 

***ForwardLooking Information***

 

Statements contained in this MD&A that are nothistorical facts are forward-looking statements (within the meaning of theCanadian securities legislation and the U.S. Private Securities LitigationReform Act of 1995) that involve risks and uncertainties. Forward-lookingstatements include, but are not limited to, statements with respect to thefuture price of metals; the estimation of mineral reserves and resources, therealization of mineral reserve estimates; the timing and amount of estimatedfuture production, costs of production, and capital expenditures; costs andtiming of the development of new deposits; success of exploration activities,permitting time lines, currency fluctuations, requirements for additionalcapital, government regulation of mining operations, environmental risks,unanticipated reclamation expenses, title disputes or claims, limitations oninsurance coverage and the timing and possible outcome of pending litigation. Incertain cases, forward-looking statements can be identified by the use of wordssuch as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”,“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or“believes”, or variations of such words and phrases or state that certainactions, events or results “may”, “could”, “would”, “might” or “will be taken”,“occur” or “be achieved”. Forward-looking statements involve known and unknownrisks, uncertainties and other factors which may cause the actual results,performance or achievements of the Company to be materially different from anyfuture results, performance or achievements expressed or implied by theforward-looking statements. Such risks and other factors include, among others,risks related to the integration of acquisitions; risks related to operations;risks related to joint venture operations; actual results of currentexploration activities; actual results of current reclamation activities;conclusions of economic evaluations; changes in project parameters as planscontinue to be refined; future prices of metals; possible variations in orereserves, grade or recovery rates; failure of plant, equipment or processes tooperate as anticipated; accidents, labour disputes and other risks of themining industry; delays in obtaining governmental approvals or financing or inthe completion of development or construction activities, as well as thosefactors discussed in the sections entitled “Risk Factors” in this MD&A. Althoughthe Company has attempted to identify important factors that could affect theCompany and may cause actual actions, events or results to differ materiallyfrom those described in forward-looking statements, there may be other factorsthat cause actions, events or results not to be as anticipated, estimated orintended. There can be no assurance that forward-looking statements will proveto be accurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers should notplace undue reliance on forward-looking statements. The forward-looking statements in thisMD&A speak only as of the date hereof. The Company does not undertake anyobligation to release publicly any revisions to these forward-lookingstatements to reflect events or circumstances after the date hereof to reflectthe occurrence of unanticipated events.

 

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Forward-looking statements and otherinformation contained herein concerning the mining industry and generalexpectations concerning the mining industry are based on estimates prepared bythe Company using data from publicly available industry sources as well as frommarket research and industry analysis and on assumptions based on data andknowledge of this industry which the Company believes to be reasonable. However,this data is inherently imprecise, although generally indicative of relativemarket positions, market shares and performance characteristics. While theCompany is not aware of any misstatements regarding any industry data presentedherein, the industries involve risks and uncertainties and are subject tochange based on various factors.

 

***CautionaryNote to U.S. Investors***

 

All resource estimates inthis MD&A have been prepared in accordance with NI 43-101 under the CIMGuidelines. These standards differ significantly from the requirements of theUnited States Securities and Exchange Commission (the “SEC”), and resourceinformation incorporated by reference herein may not be comparable to similarinformation concerning U.S. companies.

This MD&A uses the terms“Measured Resources”, “Indicated Resources” and “Inferred Resources”. UnitedStates investors are advised that, while such terms are recognized and requiredby Canadian securities laws, the SEC does not recognize them. Under United Statesstandards, mineralization may not be classified as a “reserve” unless thedetermination has been made that the mineralization could be economically andlegally produced or extracted at the time the reserve determination is made. **United States investors are cautioned not to assumethat all or any part of Measured Resources or Indicated Resources will ever beconverted into reserves.** Further, “Inferred Resources” have a greatamount of uncertainty as to their existence and as to whether they can ever bemined legally or economically. It cannot be assumed that all or any part of the“Inferred Resources” will ever be upgraded to a higher category. Therefore, **United States investors are also cautioned not toassume that all or any part of the Inferred Resources exist, or that they canever be mined legally or economically.**  Accordingly, information concerningdescriptions of mineralization and resources contained in this MD&A may notbe comparable to information made public by United States companies subject tothe reporting and disclosure requirements of the SEC.

 

***Overview- Year Ended June 30, 2007***

 

Significantaccomplishments during fiscal 2007 and to the date of this MD&A were asfollows:

 

•      Completionof a prefeasibility study (“PFS”) and initiation of a feasibility study (“FS”)for the Galeno project;

 

•      Completionof a mineral resource estimate for the Hilorico gold deposit;

 

•      InAugust, 2007 discovery of a new silver-gold-zinc-lead mineralized area on theEl Molino concession, now known as the Sartenes prospect;

 

•      Exerciseof option to purchase the five mineral concessions that contain the majority ofthe Galeno copper-gold-molybdenum deposit;

 

•      Acquisitionof a 100% interest in the Molino concession (subject to 1% NSR royalty) whichcontains the Hilorico deposit and Sartenes prospect and a portion of the Galenodeposit;

 

•      Completionof an agreement with a Peruvian owner to acquire a small claim fraction, knownas the Tiranosaurio 9 fraction, on the margin of the Galeno and Molinoconcessions which overlies the Galeno deposit;

 

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With theexercise of the option to acquire the five mineral concessions on the Galenodeposit, the acquisition of the Molino concession and completion of theagreement on the Tiranosaurio 9 fraction, Northern Peru holds a 100%ownership interest in all the concessions comprising the Galeno and Hiloricomineral deposits, subject only to a 1% NSR royalty on the Molino concession.

 

***Significant Events, Transactions and Activities on Mineral Properties***

 

In order to better understandNorthern Peru’s financial results, it is important to gain an appreciation forthe significant events, transactions and activities on mineral properties whichhad occurred during the year ended June 30, 2007 and to the date of thisMD&A.

 

**GalenoProject**

 

The Galeno Projectincludes the Galeno and Hilorico deposits and the Sartenes Prospect.

 

**GalenoDeposit**

 

The mostsignificant accomplishment of the Company during fiscal 2007 was the completionof the PFS in December, 2006 and the initiation of the FS in January, 2007 forthe Galeno copper, gold, molybdenum, and silver project. The decision toproceed with the FS was based on the positive PFS results released on January10, 2007 (NR: 07-02).

 

The salient details of the PFS aresummarized in the following table (all amounts are in US dollars unlessotherwise noted):

 

| ** **                                                     | ** ** | **Prefeasibility Study** | ** ** |
|----------------------------------------------------------------|------------|-------------------------------|------------|
| NPV (after tax, 8% discount rate)                              |       | $ 560 million(1)         |       |
| IRR (after tax)                                                |       | 18.2%(1)                      |       |
| Initial Capital Expenditure                                    |       | $ 976 million            |       |
| LOM C-1 Cash Costs (net by-product credits)                    |       | $ 0.513/lb Cu mined(1)   |       |
| Mill Capacity                                                  |       | 90,000 tpd                    |       |
| Annual Throughput                                              |       | 32.4 million tonnes           |       |
| Mine Life                                                      |       | 20.4 years                    |       |
| Strip Ratio                                                    |       | 0.28:1(2)                     |       |
| LOM average annual copper-in-concentrate  production           |       | 144,000 tonnes                |       |
| First 5 Years average annual  copper-in-concentrate production |       | 202,000 tonnes                |       |
| First 8 years average annual gold  production                  |       | 103,000 ounces                |       |

 

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| (1) |   | based upon US$1.35/lb  copper, $475/oz 5 gold, $8.50/oz silver and $10/lb molybdenum prices, $93/tonne  treatment charge and $0.08/lb refining charge. |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | includes 55  million tonnes of in-pit Inferred Resources categorized as waste. Excluding  Inferred Resources decreases the strip ratio to 0.18:1.      |

 

Mineral resources that are not mineral reservesdo not have demonstrated economic viability.

 

The PFS was completed by SamuelEngineering, Inc. Raymond R. Hyyppa, Robert Sim, P.Geo, Bruce M. Davis,FAusIMM, William L. Rose, PE and Scott C. Elfen, PE, are the Qualified Personsfor the PFS. The PFS was managed by MTB Project Management Professionals(project management, infrastructure, capital and operating costs) and comprisedseveral studies prepared by Norwest Corporation (resource estimate),  WLR Consulting (reserve, mining, productionschedule), Process Research Associates (metallurgy and environmental testing),Samuel 

 

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Engineering (process engineering,infrastructure and capital and operating costs), Vector Engineering (tailings,waste rock, environmental management, capital and operating costs), Montgomery,Watson, Harza (baseline environmental studies), SRK Consulting (cash flowmodeling and valuation) and Social Capital Group (socioeconomic studies). ThePFS, which was effective as of February 19, 2007 and revised on April 30, 2007,is available on the Company’s website (www.northernperu.com) and on SEDAR(www.sedar.com).

 

The Companyinitiated work on the FS in January 2007 and is scheduled to complete the FS inthe first half of calendar year 2008.

 

The FS is being managed by MTB ProjectManagement Professionals (project management, infrastructure, capital andoperating costs) with the support of several specialized consultants  including: Norwest Corporation (resourceestimate),  WLR Consulting (ore reserveestimation, mining, production schedule and capital and operating costs), SGSMineral Services- Santiago  (metallurgyand environmental testing), Samuel Engineering (process engineering,infrastructure and capital and operating costs), Wiley & Norrish (pit slopedesign), Vector Engineering-Lima (tailings, waste rock, environmentalmanagement, capital and operating costs), Cempro Tech- Lima (port facilityengineering), Promotora de Proyectos- Lima (power supply), Montgomery, Watson,Harza-Lima (baseline water quality studies), SRK Consulting (cash flow modelingand valuation),  and Social CapitalGroup-Lima (socioeconomic studies). FS progress as of the period ending August31, 2007 includes:

 

•      Metallurgical testing program - seven PQ core diamond drill holes were completed in April totalling1,155 meters. SGS Mineral Services-Santiago is conducting the metallurgicaltesting program under Samuel Engineering supervision. To date, testworkcompleted includes High Pressure Grinding Roll (HPGR), abrasion, work index,mineralogy, rougher & cleaner flotation and pilot plant operation.Molybdenum separation, lock-cycle and variability testing and associatedmineralogy remain to be completed.

 

•      Pit slope geotechnical field program - twelve diamond drill holes were completed in May totalling 3,948meters. Downhole surveys for structural analysis were completed and downholeinstrumentation was installed and is being monitored. Data analysis is inprogress to support pit slope design recommendations.

 

•      Infill drilling program for resource / reserve estimation - a total of 20,500 meters were planned forthis program. At August 31, 2007 a total of 21,815 meters had been completed in195 drill holes. The program is designed to upgrade the prefeasibility studypayback period to the measured resource category and upgrade as much aspossible of the prefeasibility study +/-55 million tonnes of in-pit inferredresource to indicated resources.

 

•      Groundwater characterization program - drilling for pit slope design, groundwater and water supplycharacterization was completed in July. The program included nine rotary holes totalling 1,687 meters. Anadditional four core holes for an in-pit pump test were completed totalling 650meters. Associated pump tests were completed. Results from this work will beused to finalize pit slope stability design and water supply assessment.

 

•      Water supply / water users survey - a comprehensive stream flow monitoring program is ongoing in theregion surrounding the Galeno project. The focus of this program is tounderstand surface water flow conditions during the wet and dry season in thebroader 

 

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projectarea. In addition, existing local water use is being surveyed and assessed. Thisprogram is critical in developing a water supply strategy that meets bothproject and community needs.

 

•      Infrastructure/facility siting studies - as of August 31, a total of 1,136 metersof diamond drilling was completed in 13 drill holes to support geotechnicalinvestigations for the Galeno project infrastructure/facility siting.

 

•      Port facility design-a draft port facility design for the Salaverry port was completed in June. Thisincludes the ship loader, concentrate storage facility, conveyor and dockfacilities. Discussions with government authorities regarding facilitypermitting have been initiated.

 

•      Power supply & transmission - in July, Promotora de Proyectos was retained to develop engineeringstudies for power transmission to the Galeno project.

 

•      Social Environmental Impact Assessment (SEIA) baseline studies - several baseline studies were ongoing orinitiated during the period including social, surface water, groundwater,meteorology, biology and archaeology.

 

A critical component of the Galeno project isthe Company’s environmental and social programs. The Company has advanced asite-wide interim reclamation program which includes erosion control upgradesand revegetation of drilling disturbed areas using local community labor. As ofAugust 31, 2007, the Company has reclaimed 80,000 square meters of surfacedisturbance since starting drilling operations in June, 2005.

 

There are no environmental compliance issuesor violations to report for the year ended June 30, 2007 and to the date of thisMD&A.

 

The Company’s communityrelations programs are ongoing. The programs are focused on local employment,health care, education and infrastructure improvement. In support of theseprograms, the Company has retained the Social Capital Group (SCG), a Peruvianbased consultancy, to assist in the development and implementation of a SocialManagement System for the development phase of the Galeno project. A primarycomponent of this work is to develop a process of continuous improvement toidentify, prevent and manage social risks. SCG is also assisting in landacquisition and socio-economic baseline data collection for the development ofthe SEIA required for project permitting.

 

In summary, the FS announced on January 10, 2007 iswell underway. The FS is focused on further refining the project design, costsand economics and will maximize the opportunity provided by the near surfacehigh grade zone which would form the basis of a starter pit in the early yearsof a mining operation.

 

In April,2007 the Company exercised its option on five mineral concessions on the GalenoProperty by making the remaining payment of US$1,120,000. The Company now ownsa 100% interest in the Property, subject only to bonus payments of US$250,000payable upon completion of a positive feasibility study and US$1,300,000payable one year after commencement of commercial production.

 

In addition,the Company concluded a buy-out of the existing leasehold agreement for US$4million on the Molino concession, which included buying-out the US$300,000 cashobligation due 

 

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uponcommencement of commercial production and the 6% net profits royalty, as wellas settling all litigation relating to Molino (refer to Note 4(a)(ii) of theconsolidated financial statements for June 30, 2007). The Company now owns a100% interest in the Molino concession, subject only to a 1% net smelterroyalty.

 

On July 16, 2007 the Company signed a formalagreement with a Peruvian owner to acquire a small claim fraction located onthe margin of the Galeno and Molino concessions and which overlies the Galenodeposit. Consideration for the acquisition is US$2 million and 175,000 commonshares. Payment is due upon the completion of the transfer of title to theCompany.

 

In May, 2007 an action was filed against the Company in connection withits purchase, in 2005, of 398 hectares of surface rights from a Peruvianlandowner, pursuant to a land transfer agreement. The surface rights aresituated over the Galeno deposit. The former landowner has filed an actionseeking to nullify the land transfer agreement, or in the alternative, that ahigher price be paid for the surface rights by the Company; as well theplaintiff is seeking damages of 10 million Peruvian sols. The Company believesthe action is wholly without merit and has contested the action in the Peruvianlaw courts.

 

Marshall Koval, P Geo, CEO of the Company, is the Qualified Person forthe Galeno project and is responsible for the disclosure on the Galeno projectin this MD&A.

 

**HiloricoDeposit**

 

In February, 2007, the Company received an independent NI 43-101compliant mineral resource estimate for the Hilorico gold deposit (NR: 07-01),which is located approximately one kilometre east from the Company’slarge-scale Galeno project and 16 kilometers from Yanacocha, South America’slargest gold mine.

 

A revised NI 43-101 technical report incorporating technicalinformation on the Hilorico deposit has been filed on SEDAR and may be obtainedat www.sedar.com. The revised report entitled “Technical Report – El GalenoProperty, Prefeasibility Study (El Galeno Deposit) and Technical Information(Hilorico Deposit)” is effective February 19, 2007 and was revised on April 30,2007.

 

On August 7, 2007 the Company announced the imminent drill testing deepporphyry-related base and gold metal targets in the Hilorico area. A 461 meterlong hole has been drilled and assay results are pending.

 

Marshall Koval, P Geo, CEO of the Company, is the Qualified Person forthe Hilorico deposit and is responsible for the disclosure on the Hiloricodeposit in this MD&A.

 

**SartenesProspect**

 

The prospect is located on a regional structure that passes through theHilorico gold deposit, 1.5 kilometers to the southwest, and the Galeno copperdeposit, 3.0 kilometers to the west-southwest. Prospecting of the Company’sclaims initially identified an area of small-scale historic mine workings andsurface mapping, rock chip sampling and ground geophysics followed.Mineralization at surface occurs in sulphide replacement bodies and epithermalveins that are hosted in limestones and minor intrusive dikes. The Company isnot aware of any previous drilling on the prospect and plans to complete 1,500meters of diamond drilling in September 2007.

 

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Leo Hathaway, P Geo, VP Exploration of the Company, is the QualifiedPerson for the Sartenes prospect and is responsible for the disclosure of theSartenes prospect in this MD&A.

 

**Pashpap Property**

 

The Pashpap Property is being managed by theJapan Oil, Gas and Metals National Corporation (JOGMEC). During the periodending March 31, 2007 the exploration program for the 2007 field season wasapproved. The total cost for the program is estimated at US$1.8M, and willinclude the following work items:

 

1)     Upgrading ofaccess roads,

2)     Detailedgeologic mapping,

3)     Geochemicalsurvey (+/- 1,000 soil/rock samples).

4)     IP/Magneticgeophysical survey,

5)     Environmentalstudies, and

6)     8,800 meters of rotary drilling.

 

In March and April, 2007 the agreement withJOGMEC was amended to include one additional concession that had been stakedand to decrease the number of meters to be drilled by JOGMEC from 25,000 metersto 20,000 meters.

 

JOGMEC will initiate the exploration programin October 2007.

 

***Financial Results From Operations***

** **

Theinformation provided below highlights the Company’s quarterly results for thepast 8 quarters as well as select annual and balance sheet information for theprior three fiscal periods. The financial information referenced below has beenprepared in accordance with Canadian generally accepted accounting principles(Canadian GAAP). The significant accounting policies are outlined within Note 2to the audited consolidated financial statements of the Company for the fiscalyear ended June 30, 2007 and have been followed consistently through the year.

 

**Summary of Unaudited Quarterly Results**

 

 
| **Three Months Ended:**      | ** ** | **June 30,  2007** | ** ** | **March 31,  2007** | ** ** | **December 31,  2006** | ** ** | **September 30,  2006** | ** ** |
|----------------------------------------|------------|-------------------------|------------|--------------------------|------------|-----------------------------|------------|------------------------------|------------|
| Revenue                                |       | $                       | —     |                     | $          | —                      |       | $                            | —     |   | $ | — |   |
| General  & administrative expenses |       | 811,956                 |       | 617,945                  |       | 767,683                     |       | 256,152                      |       |
| Other income  (expenses)               |       | (868,219                | )          | (103,622                 | )          | 118,809                     |       | 135,523                      |       |
| Loss for the  period                   |       | (1,680,175              | )          | (721,567                 | )          | (648,874                    | )          | (120,629                     | )          |
| Basic and  diluted loss per share      |       | (0.06                   | )          | (0.03                    | )          | (0.03                       | )          | —                       |       |
|                                        |            |                         |            |                          |            |                             |            |                              |            |  |  |  |  |

 
| **Three Months Ended:**      | ** ** | **June 30,********2006** | ** ** | **March 31,  2006** | ** ** | **December 31,  2005** | ** ** | **September 30,  2005** | ** ** |
|----------------------------------------|------------|-------------------------------|------------|--------------------------|------------|-----------------------------|------------|------------------------------|------------|
| Revenue                                |       | $                             | —     |                     | $          | —                      |       | $                            | —     |   | $ | — |   |
| General  & administrative expenses |       | 998,769                       |       | 362,863                  |       | 100,543                     |       | 123,401                      |       |
| Other income  (expenses)               |       | (13,272                       | )          | 13,564                   |       | 55,930                      |       | (38,832                      | )          |
| Loss for the  period                   |       | (1,012,041                    | )          | (349,299                 | )          | (44,613                     | )          | (162,233                     | )          |
| Basic and  diluted loss per share      |       | (0.03                         | )          | (0.02                    | )          | (0.00                       | )          | (0.01                        | )          |
|                                        |            |                               |            |                          |            |                             |            |                              |            |  |  |  |  |

 

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**Selected Annual Results and Balance SheetInformation**

 
| ** **                                                   | ** ** | **Year Ended**     | ** ** | **Year Ended**     | ** ** | **Period from  Inception  (February 28,  2005) to** | ** ** |
|--------------------------------------------------------------|------------|-------------------------|------------|-------------------------|------------|--------------------------------------------------------------------|------------|
| **(Unaudited)**                                              | ** ** | **June 30,  2007** | ** ** | **June 30,  2006** | ** ** | **June 30,  2005**                                            | ** ** |
| Revenue                                                      |       | $                       | —     |                    | $          | —                                                             |       | $ | — |   |
| General  & administrative expenses                       |       | 2,453,736               |       | 1,585,576               |       | 546,495                                                            |       |
| Other income  (expenses)                                     |       | (717,509                | )          | 17,390                  |       | (10,845                                                            | )          |
| Loss for the  period                                         |       | (3,171,245              | )          | (1,568,186              | )          | (557,340                                                           | )          |
| Basic and  diluted loss per share                            |       | (0.12                   | )          | (0.07                   | )          | (0.08                                                              | )          |
|                                                         |       |                    |       |                    |       |                                                               |       |
| Working  capital                                             |       | 1,200,762               |       | 7,982,442               |       | 2,989,354                                                          |       |
|                                                         |       |                    |       |                    |       |                                                               |       |
| Properties:                                                  |       |                    |       |                    |       |                                                               |       |
| Mineral  property acquisition and deferred exploration costs |       | 33,597,268              |       | 13,374,555              |       | 3,136,437                                                          |       |
| Equipment                                                    |       | 94,922                  |       | 43,236                  |       | 22,367                                                             |       |
|                                                         |       |                    |       |                    |       |                                                               |       |
| Shareholders’  equity:                                  |       |                    |       |                    |       |                                                               |       |
| Share  capital                                               |       | 38,205,738              |       | 22,459,154              |       | 6,153,592                                                          |       |
| Contributed  surplus                                         |       | 1,983,985               |       | 1,066,605               |       | 551,906                                                            |       |
| Deficit                                                      |       | (5,296,771              | )          | (2,125,526              | )          | (557,340                                                           | )          |
|                                                              |            |                         |            |                         |            |                                                                    |            |  |  |  |

 

**Results for the quarter endedJune 30, 2007**

 

During the quarter ended June 30, 2007, theCompany’s efforts were primarily concentrated on carrying out the work of theFS, as described above, and completing a financing for net proceeds of$15,539,700. The Company incurred a loss for the quarter of $1,680,175 whichconsisted of general and administrative (“G&A”) of $811,956 and otherexpenses, net of interest income and foreign exchange gains, of $868,219. G&Aexpenses increased during the quarter due to a retention bonus with a fairvalue of $106,000 (paid in shares) and legal fees relating to regulatory andcorporate matters. Other expenses include an accrual for a donation of$1,005,000 pledged to the University of British Columbia (the “University”) inconnection with the University’s plans to build a new earth science systemsbuilding. Thedonation may be made via the issue of common shares, which is subject toregulatory approval, and is payable in three tranches over a two year period.

 

**Resultsfor the year ended June 30, 2007**

 

The Company incurred a net lossof $3,171,245 for the year ended June 30, 2007 compared to a net loss of$1,568,186 for the year ended June 30, 2006. The 2007 loss consisted ofG&A expenses of $2,453,736 (2006 - $1,585,576), interest income of $168,859(2006 - $90,559), foreign exchange gains of $210,699 (2006 - $(72,611),donations expense of $1,005,000 (2006 - nil) and property investigations costsof $92,067 (2006 - $558).

 

G&A expenses for fiscal, 2007 were significantly higher than forfiscal 2006 due to the increase in the overall activity of the Company. Consultingfees (2007 - $350,056, 2006 - $nil) were accrued  for fees to Genuity Capital Markets (“Genuity”)and other advisors for the provision of advisory services toexplore various strategic alternatives. Genuity is an independent Canadianfinancial advisory firm specializing in the mining sector. Legal expensesincreased significantly for services related to regulatory, financing andcorporate matters. In 2006, a portion of 

 

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management and administrativefees and certain overhead expenses were shared with a related company that wassold in November, 2006 and therefore, subsequent to the sale, Northern Perubore a larger portion of these expenses. In 2007, the Company paid $60,082(2006 – nil) of interest on short term loans from a director. The loans were toassist in operations and were repaid in full in May, 2007 from the proceeds ofa financing.

 

Interest income earned on cash balances was higher in 2007 due to thelarger amount of cash held by the Company during 2007 compared to 2006. Foreignexchange gains and losses were due to the fluctuating US dollar versus theCanadian dollar; the Company’s expenditures on mineral properties beingpredominantly in US dollars.

 

On a cash basis, $968,370 was used for operating activities for 2007compared to $534,822 for 2006, reflecting the overall increase in activity infiscal 2007. Cash used in investing activities were $16,660,571 for 2007 versus$9,014,516 for 2006. The increase was due to acquisition costs to exercise theoption on five mineral concessions on the Galeno Property and to acquire theMolino concession and for expenditures and equipment purchases for thecompleted PFS and on-going FS work on the Galeno project. The Company raised$15,539,780 in cash during 2007 from a private placement financing which closedin May, 2007 and from the exercise of stock options. In fiscal 2006, theCompany raised $15,654,545 from two private placements and from the exercise ofstock options. The net change in cash was a decrease of $2,089,161 for the yearended June 30, 2007 compared to an increase of $6,105,207 for 2006. At June 30,2007, the Company had a cash balance of $7,056,669 compared to $9,145,830 atJune 30, 2006.

 

The Company’s primary assets are its mineral property interests. TheCompany capitalizes all costs incurred in connection with the acquisition,exploration and development of its mineral property interests. Mineral propertyexpenditures incurred during the fiscal 2007 totalled $20,222,713 (2006 -$10,238,118). Of this amount, $20,205,464 (2006 - $10,314,348) was incurred onthe Galeno project and $17,249 (2006 - $(76,230)), net of recoveries, wasincurred on Pashpap. As at June 30, 2007, the Galeno property had a carryingvalue of $33,440,818 (2006 - $13,235,354) and the Pashpap property had acarrying value of $156,450 (2006 - $139,201).

 

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***Critical Accounting Policies andManagement’s Estimates***

 

Thepreparation of financial statements in conformity with Canadian GAAP requiresmanagement to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Significant estimates and assumptionsare used in determining the deferral of costs incurred for mineral properties,the fair value for recording stock-based compensation, asset retirementobligations and the amount of future income tax liabilities, if any, theCompany may be exposed to. The Company evaluates its estimates on an on-goingbasis and bases them on various assumptions that are believed to be reasonableunder the circumstances. The Company’s estimates form the basis for makingjudgments about the carrying value for assets and liabilities that are notreadily apparent from other sources. Actual results may differ from thoseestimates. Should the Company be unable to meet its ongoing obligations,the realizable value of its assets may decline materially from current estimates.

 

The accounting policiesdescribed below are considered by management to be essential to theunderstanding and reasoning used in the preparation of the Company’s financialstatements and the uncertainties that could have a bearing on its financialresults.

 

**GoingConcern**

 

The Company’s ability tocontinue as a going concern is dependent on continued financial support fromits shareholders, the ability of the Company to raise equity or debt financingor to sell its assets or the attainment of profitable operations to meet thecompany’s liabilities as they become payable. The Company’s financialstatements are presented on a going concern basis, which assumes that theCompany will continue to realize its assets and discharge its liabilities inthe normal course of operations. The financial statements do not include anyadjustments to the recoverability and classification of recorded asset amountsand classification of liabilities that might be necessary, should the Companybe unable to continue as a going concern.

 

**Mineral propertycosts**

 

The Company capitalizes all costs related toinvestments in mineral property interests on a property by property basis. Suchcosts include mineral property acquisition costs and exploration anddevelopment expenditures, net of any recoveries. Costs are deferred until suchtime as the extent of mineralization has been determined and mineral propertyinterests are either developed, the property sold or the mineral rights areallowed to lapse.

 

Capitalized costs are reviewed, on a property byproperty basis, to consider whether there are any conditions that may indicateimpairment. When the carrying value of a property exceeds its net recoverableamount estimated by quantifiable evidence of an economic geological resource orreserve, joint venture expenditure commitments or the Company’s assessment ofits ability to sell the property for an amount less than the deferred costs,the property is written down for the impairment in value.

 

From time to time the Company may acquire or disposeof a mineral property interest pursuant to the terms of an option agreement.Where the options are exercisable entirely at the discretion of the Company orthe optionee, the amounts payable or receivable are recorded as property costsor recoveries when the payments are made or received.

 

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Capitalized costs will bedepleted over the useful lives of the properties upon commencement ofcommercial production or written off if the properties are abandoned or theclaims allowed to lapse.

 

**Stock based compensation**

 

The Company follows thefair value based method for measuring and recognizing all stock-based awardsmade to employees and non-employees. Fair value isestimated using the Black-Scholes Option Pricing Model. Option pricing modelsrequire the input of highly subjective assumptions including the expected pricevolatility and the period in which the option will be exercised. The estimatesconcerning volatility are made with reference to historical volatility, whichis not necessarily an accurate indicator of future volatility. Changes in thesubjective input assumptions can materially affect the fair value estimate.

 

***New Accounting Policies***

 

On July 1, 2007,subsequent to the year end, the Company adopted CICA Handbook Sections 3855 “FinancialInstruments – Recognition and Measurement”, CICA 1530 , “Comprehensive Income”and CICA “3251 “Equity”. These standards are described below. The adoption ofthese standards had no impact on the Company’s balance sheet of June 30, 2007and is not expected to have an impact on fiscal 2008 results or balances.

 

**Financial Instruments**

 

CICA HandbookSection 3855, “Financial Instruments – Recognition and Measurement”, requiresthat all financial assets except those classified as held to maturity, andderivative financial instruments must be measured at fair value. All financialliabilities must be measured at fair value when they are classified as held fortrading; otherwise, they are measured at cost. Investments classified asavailable-for-sale are reported at fair market value (or marked to market)based on quoted market prices with unrealized gains or losses excluded fromearnings and reported as other comprehensive income or loss. Investmentssubject to significant influence are not adjusted to fair market value.

 

**Comprehensive Income**

 

CICA Handbook Section 1530, “ComprehensiveIncome”, establishes standards for reporting and presenting certain gains andlosses normally not included in net earnings or losses, in a statement ofcomprehensive income. Comprehensive income is the change in the Company’s netassets arising from transactions, events and circumstances not related to theCompany’s shareholders and includes items that would not normally be includedin net earnings or losses such as unrealized gains or losses onavailable-for-sale investments. CICA 3251, “Equity”, establishes standards forthe presentation of equity and changes in equity as a result of the newrequirements in CICA 1530.

 

***Liquidity and Capital Resources***

 

The capital requirements of the Company have historically been met byequity proceeds. The Company’s continuing operations as intended are dependenton management’s ability to raise required funding through future equityissuances, debt, asset sales or a combination thereof *(refer toRisk Factors below)*.

 

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As at June 30, 2007, the Company had a working capital balance of$1,200,762 compared to a working capital balance of $7,982,442 at June 30, 2006.The decrease in working capital is due to expenditures incurred on advancingthe Galeno project. Working capital items at June 30, 2007 consist of cash of$7,056,669, receivables of $35,753, prepaid expenses of $87,404, accountspayable of $4,400,409 and accrued liabilities of $1,578,655.

 

Working capital is defined as current assets minus current liabilities.Working capital calculations or changes are not measures of financialperformance, nor do they have standardized meanings, under Canadian GAAP. Readersare cautioned that this calculation may differ among companies and analysts andtherefore may not be directly comparable.

 

The Company has no long-term debt obligations or off-balance sheetarrangements.

 

The Company requires additional financing to pay its currentliabilities, complete the FS on the Galeno project, meet the Company’sadministrative overhead for the ensuing twelve months and to repay the creditfacility for amounts drawn down. The Company will also require substantialadditional capital to continue the development on the Galeno project and toadvance the further definition of mineral reserves on the project (*refer to Risk Factors below*).

 

Subsequent to the year end, in August, 2007, the Company arranged for acredit facility of up to US$5,000,000 from a director. The credit facility isunsecured and is available for up to eight months. The funds will be drawn downas needed and will be used to fund expenditures on the Galeno project and forgeneral working capital purposes. A total of US $1,800,000 has been drawndown on the facility.

 

In September, 2007 the Company entered into agreements for a privateplacement of up to 1,759,452 common shares at a price of $9.10 per share forgross proceeds of approximately $16 million. The net proceeds from thefinancing will be used to fund the completion of the FS, acquire certainsurface rights on the Galeno project, make the payment on theTiranosaurio 9 claims fraction, repay the drawdown on the credit facilityand for exploration programs and corporate working capital purposes.

 

***Subsequent Events***

 

In July, 2007 the Company signed a formalagreement to acquire a small claim fraction located on the margin of the Galenoand Molino concessions in consideration of a cash payment of US $2 million and175,000 common shares, to be paid and issued upon the completion of thetransfer of title to the Company.

 

In July, 2007 the Company issued 5,000 commonshares for proceeds of $200 pursuant to the exercise of stock options.

 

In July, 2007 the Company entered intoagreements with its directors and officers pursuant to which retention orcompensation payments, in the aggregate of $1,645,000, would be payable uponthe termination of services provided by these individuals to the Company in theevent of a change of control of the Company.

 

In August, 2007 the Company entered into anunsecured bridge financing facility for up to US $5,000,000 from adirector of the Company. The facility will be available to the Company for upto eight months and may be drawn down as needed. Interest at the rate of 10%will be payable on amounts advanced under the facility. In addition, theCompany will pay a standby fee of 2% of the facility and a drawdown fee of 3%of the amounts advanced. An initial US $1.8 

 

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million was drawn down on August 29, 2007 topay for exploration expenditures on the Galeno Project and for corporateworking capital purposes.

 

In September, 2007 the Company entered intoagreements for a private placement financing for gross proceeds ofapproximately $16 million (refer to Liquidity and Capital Resources foradditional disclosure on the financing). Finders fees will be payable on aportion of the financing.

 

***Outlook***

 

Northern Peru intends to advance the Galenoproject by completing a feasibility study with a view to making a constructiondecision shortly thereafter.

 

With the proceeds from the $16 millionfinancing (refer to Liquidity and Capital Resources), the Companybelieves it has sufficient funds to advance the Galeno project through the feasibility stage, while at thesame time exploring the Sartenes prospect and Hilorico deposit. With a positivePFS in-hand and the FS underway, the Company intends to explore all itsoptions with respect to delivering shareholder value in this strong metalsprice cycle.

 

***Share Capital***

 

As at June 30, 2007, theCompany had:

 

•  29,314,442 issued andoutstanding common shares

•  options outstanding for theacquisition of 1,813,000 common shares having a weighted average exercise priceof $2.17 per share.

 

Subsequent to June 30, 2007,the Company issued 5,000 common shares pursuant to the exercise of options. Therefore,as at the date of this MD&A, the Company had 29,319,442 issued andoutstanding commons shares and 1,808,000 options outstanding.

 

***Related Party Transactions***

 

The Company shares general and administrativeexpenses on a pro-rata basis with three other companies with certain directorsin common.  These expenses include $9,493(2006 - $9,885, 2005 - $1,342) for rental of office premises and $39,180 (2006- $20,172, 2005 - $1,454) for management fees. Included in accounts payable isan amount of $27,729 (2006 - $48,572) owed to one of the companies for sharedexpenses.

 

During March and April, 2007 the Companyreceived loans in the aggregate of US $7,120,000 from a director in orderto pay for acquisition costs on the Galeno property and to assist in operations.The loans were repaid in full in May, 2007 with interest in the amount ofC $60,082.

 

Subsequent to June 30, 2007 the Company enteredinto an unsecured bridge financing facility for up to US $5,000,000 from adirector of the Company (refer to Subsequent Events for additional disclosure).

 

***Internal Controls Over Financial Reporting***

 

Management has designed, established and ismaintaining a system of internal control over financial reporting to providereasonable assurance that the financial information prepared by the Company forexternal purposes is reliable and has been recorded, processed and reported inan 

 

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accurate and timely manner and in accordance withCanadian generally accepted accounting principles. The Company’s system ofinternal control is designed to address identified risks that threaten thereliability of its external financial reporting. However, due to the inherentlimitations in any system of internal control, material misstatements may notbe prevented or detected on a timely basis.

 

During fiscal 2007, there were no changes in theCompany’s internal control over financial reporting that occurred that hadmaterially affected or is reasonably likely to materially affect its internalcontrol over financial reporting.

 

***Disclosure Controls and Procedures***

 

Management is responsible for establishing andmaintaining disclosure controls and procedures and internal control overfinancial reporting for the Company. Based on an evaluation of the Company’sdisclosure controls and procedures as of June 30, 2007 and to the date of thisMD&A, management believes such controls and procedures are effective inproviding reasonable assurance that material items requiring disclosure areidentified and reported in a timely manner.

 

***Risks and Uncertainties***

** **

The Company’s principal activity is mineralexploration and development. Companies in this industry are subject to many andvaried kinds of risks, including but not limited to, environmental, fluctuatingmetal prices, social, political, financial and economics. Additionally, fewexploration projects successfully achieve development due to factors thatcannot be predicted or foreseen. While risk management cannot eliminate theimpact of all potential risks, the Company strives to manage such risks to theextent possible and practicable.

 

The risks and uncertaintiesdescribed in this section are considered by management to be the most importantin the context of the Company’s business. The risks and uncertainties below arenot inclusive of all the risks and uncertainties the Company may be subject toand other risks may apply. *(For a more comprehensivediscussion of risk factors, the reader is referred to the Company’s AnnualInformation Form for the fiscal year ended June 30, 2007, which is available onwww.sedar.com).*

 

The Company’s mineralproperties are located in Peru and may be exposed to various and unpredictablelevels of political, social, economic and other risks and uncertainties. TheCompany conducts operations through foreign subsidiaries which hold the rightsto the mineral properties. Operations may be affected in varying degrees bygovernment regulations with respect to, but not limited to, expropriation ofproperty, maintenance of claims, environmental legislation, land use and landclaims. Failure to comply with applicable laws, regulations and local practicesrelating to mineral right applications and tenure could result in loss,reduction or expropriation of entitlements. In addition, any limitation imposedby a foreign government on the transfer of cash or other assets between theparent company and its foreign subsidiaries could restrict the Company’sability to fund its operations efficiently.

 

The Company’s exploration activities aresubject to a high degree of risk due to factors that, in some cases, cannot beforeseen or anticipated. The operations of the Company may be disrupted by avariety of risks and hazards which may be beyond the control of the Company. Theserisks include, but are not limited to, labour disruptions, the inability toobtain adequate sources of power, water, labour and suitable or adequatemachinery and equipment. In addition, the Company may be unable to acquire orobtain such things as surface rights which may be critical for the continuedadvancement of exploration activities on its mineral properties.

 

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The property interests held bythe Company are in the exploration stages only, are without known bodies ofcommercial mineralization and have no ongoing mining operations. Mineralexploration involves a high degree of risk and few properties which areexplored are ultimately developed into producing mines. Exploration of theCompany’s mineral properties may not result in any discoveries of commercialbodies of mineralization. If the Company’s efforts do not result in any discoveryof commercial mineralization, the Company will be forced to look for otherexploration projects or cease operations. 

 

Even if the Company’s mineral properties areproven to host economic reserves of copper or other precious or non-preciousmetals, factors such as those described above and (or) governmentalexpropriation or regulation may prevent or restrict mining of any such deposits.Exploration and mining activities may be affected in varying degrees bygovernment policies and regulations relating to the mining industry. Anychanges in regulations or shifts in political conditions are beyond the controlof the Company and may adversely affect its business.

 

In addition to complying with applicable lawsand regulations that govern the Company’s foreign operations, the Company mustalso obtain certain permits for its exploration activities. There can be noassurance that all permits that the Company may require for exploration andsubsequent development of its mineral properties will be obtainable on reasonableterms or on a timely basis.

 

The Company is subject to the laws and regulations relating toenvironmental matters in all jurisdictions in which it operates, includingprovisions relating to property reclamation, discharge of hazardous materialand other matters. The Company may also be held liable should environmentalproblems be discovered that were caused by former owners and operators of itsproperties and properties in which it has previously had an interest. TheCompany conducts its mineral exploration activities in compliance withapplicable environmental protection legislation. The Company is not aware ofany existing environmental problems related to any of its current propertiesthat may result in material liability to the Company.

 

Although the Company has takensteps to verify the title to mineral properties in which it has an interest, inaccordance with industry standards for the current stage of exploration of suchproperties, these procedures do not guarantee the Company’s title. Propertytitle may be subject to unregistered prior agreements or transfers and titlemay be affected by undetected defects.

 

The Company has no significantsource of operating cash flow and no revenues from operations. None of theCompany’s mineral properties currently have proven reserves. The Company haslimited financial resources. Substantial expenditures are required to be madeby the Company to establish ore reserves. The Company relies primarily on thesale of equity to fund its operations. There is no guarantee that it will beable to obtain adequate financing in the future or that such financing will beadvantageous to the Company. Additional funds raised by the Company through theissuance of equity, debt or convertible securities will cause the Company’scurrent stockholders to experience dilution. Such securities may grant rights,preferences or privileges senior to those of the Company’s common stockholders.

 

The Company’s ability to achieveprofitability and positive cash flow from mining operations is dependent uponthe Company’s ability to raise required funding through future equityissuances, debt, asset sales or a combination thereof.

 

Based upon current plans, the Company expectsto incur operating losses in future periods due to continuing expensesassociated with the holding and exploration of the Company’s mineral 

 

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properties. The Company may not be successfulin generating revenues in the future. Failure to generate revenues or raisecapital could cause the Company to cease operations.

 

The Company does not have any contractualrestrictions on its ability to incur debt and, accordingly, the Company couldincur significant amounts of indebtedness to finance its operations. Any suchindebtedness could contain covenants, which would restrict the Company’soperations. The Company does not plan on entering into any debt obligations inthe next twelve months.

 

The Company has only a limited operatinghistory on which to base an evaluation of the Company’s current business andprospects, each of which should be considered in light of the risks, expensesand problems frequently encountered in the early stages of development of allcompanies. The results of this particular period should not be relied upon asan indication of future performance.

 

The Company’s expenditures are predominantlyin U.S. dollars and any future equity financing raised is expected to bepredominantly in Canadian dollars. The Company is exposed to financial riskarising from fluctuations in the exchange rates between the U.S. and Canadiandollar, and the degree of volatility of these rates. The Company does not usederivative instruments to reduce its exposure to foreign currency risks.

 

TheCompany presently has limited insurance covering its assets and operations anddoes not presently intend to increase such insurance. As a result of havinglimited insurance, the Company could incur significant costs that could have amaterially adverse effect upon its financial condition and even cause theCompany to cease operations.

 

TheCompany’s future performance is dependent on key personnel. The loss of theservices of any of the Company’s executives or directors could have a materialadverse effect on the Company’s business.

 

*News releases and additional information aboutthe Company, including its Annual Information Form, may be found onwww.sedar.com and on the Company’s website at www.northernperu.com.*

* *

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**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

 

**A.****           ****Undertaking**

 

The Registrant undertakes tomake available, in person or by telephone, representatives to respond toinquiries made by the Commission staff, and to furnish promptly, when requestedto do so by the Commission staff, information relating to: the securities inrelation to which the obligation to file an annual report on Form 40-F arises;or transactions in said securities.

 

**B.****           ****Consent to Service of Process**

 

The Registrant filed withthe Commission a Form F-X together with this Form 40-F.

 

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**SIGNATURE**

 

Pursuant to the requirementsof the Exchange Act, the Registrant certifies that it meets all of therequirements for filing on Form 40-F and has duly caused this annual report tobe signed on its behalf by the undersigned, thereto duly authorized.

 

 
|                     | **NORTHERN  PERU COPPER CORP.** |
|--------------------------|---------------------------------|
|                     |                            |   |
|                     |                            |   |
| Dated: October  22, 2007 | By:                             |   /s/ Marshall  Koval |
|                     | By:                             | Marshall Koval |
|                     | Title:                          | President, Chief Executive  Officer |

 

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**EXHIBIT INDEX**

 
| **Number** | ** ** | **Document**                                                                             |
|------------|------------|------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                               |
| 99.1       |       | Certifications of CEO and  CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

 

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