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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGEACT OF 1934

For the transition period from ________to ________

COMMISSION FILE NUMBER000-33189

CANYON COPPER CORP.(Exact
name of registrant as specified in its charter)

|NEVADA                                                               | 88-0454792                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|Suite 408 - 1199 West Pender Street                                  |                                     
|Vancouver, BC, Canada                                                | V6E 2R1                             
|(Address of principal executive offices)                             | (Zip Code)                          

(604) 331-9326(Registrant's telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ]                                          | Accelerated filer [ ]          
|-------------------------------------------------------------------- | -------------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting | Smaller reporting company [ X ]
|company)                                                             |                                

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

Indicate the number of shares outstanding of each of the issuer's
  classes of common stock, as of the latest practicable date: As of May 14,
  2008, the Registrant had 71,981,399 shares of common stock, par value of $0.00001
  per share, issued and outstanding.

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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the nine months ended March 31, 2008 are
not necessarily indicative of the results that can be expected for the year
ending June 30, 2008.

As used in this Quarterly Report, the terms "we, "us, "our,
and Canyon mean Canyon Copper Corp. unless otherwise indicated. All dollar
amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

---

Canyon Copper Corp. 
  (An Exploration Stage Company)

March 31, 2008

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | F1  
|Statements of Operations          | F2  
|Statements of Cash Flows          | F3  
|Notes to the Financial Statements | F4  

---

|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   

|                                                                |  | March 31,   |   |  | June 30,    |  
|--------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                |  | 2008        |   |  | 2007        |  
|                                                                |  | $           |   |  | $           |  
|                                                                |  | (unaudited) |   |  |             |  
|ASSETS                                                          |  |             |   |  |             |  
|Current Assets                                                  |  |             |   |  |             |  
|Cash                                                            |  | 11,468      |   |  | 34,401      |  
|Prepaid
      expenses and deposits                             |  | 10,914      |   |  | 15,923      |  
|Total Assets                                                    |  | 22,382      |   |  | 50,324      |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                           |  |             |   |  |             |  
|Current Liabilities                                             |  |             |   |  |             |  
|Accounts payable (Note 5)                                       |  | 368,196     |   |  | 222,153     |  
|Accrued liabilities (Note 4)                                    |  | 135,886     |   |  | 64,829      |  
|Due to related parties (Note 5)                                 |  | 24,654      |   |  | 108,957     |  
|Convertible debt, less unaccreted
      discount of $86,854 and |  |             |   |  |             |  
|$63,958, respectively
      (Note 6)                            |  | 681,808     |   |  | 703,061     |  
|Derivative liabilities (Note 6)                                 |  | 143,334     |   |  | 41,201      |  
|Total Current Liabilities                                       |  | 1,353,878   |   |  | 1,140,201   |  
|Contingencies (Notes 1 and 10)                                  |  |             |   |  |             |  
|                                                                |  |             |   |  |             |  
|Stockholders Deficit                                           |  |             |   |  |             |  
|Preferred Stock                                                 |  |             |   |  |             |  
|Authorized: 100,000,000 shares,
      par value $0.00001        |  |             |   |  |             |  
|Issued and outstanding: 500,000 shares                          |  | 5           |   |  | 5           |  
|Common Stock                                                    |  |             |   |  |             |  
|Authorized: 500,000,000 shares, par value $0.00001              |  |             |   |  |             |  
|Issued and outstanding: 71,981,399
      shares                 |  |             |   |  |             |  
|(June 30, 2007 - 70,781,399 shares)                             |  | 720         |   |  | 708         |  
|Additional Paid-in Capital                                      |  | 15,648,298  |   |  | 14,769,378  |  
|Deficit Accumulated
      During the Exploration Stage          |  | (16,980,519 | ) |  | (15,859,968 | )
|Total Stockholders Deficit                                     |  | (1,331,496  | ) |  | (1,089,877  | )
|Total Liabilities
      and Stockholders Deficit               |  | 22,382      |   |  | 50,324      |  

The Accompanying Notes are an Integral Part of These Financial
  Statements 
  F-1

---

|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                              |  | Accumulated from    |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|--------------------------------------------- |  | ------------------- | - |  | ------------------ | - |  | ----------------- | - |  | ---------- | - |  | ---------- | -
|                                              |  | January 21, 2000    |   |  | For the            |   |  | For the           |  
|                                              |  | (Date of Inception) |   |  | Three Months Ended |   |  | Nine Months Ended |  
|                                              |  | to March 31,        |   |  | March 31,          |   |  | March 31,         |  
|                                              |  | 2008                |   |  | 2008               |   |  | 2007              |   |  | 2008       |   |  | 2007       |  
|                                              |  | $                   |   |  | $                  |   |  | $                 |   |  | $          |   |  | $          |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Revenue                                       |  |                    |   |  |                   |   |  |                  |   |  |           |   |  |           |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Expenses                                      |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Depreciation                                  |  | 5,540               |   |  |                   |   |  | 1,363             |   |  |           |   |  | 4,088      |  
|Foreign exchange loss (gain)                  |  | (16,688             | ) |  | (9,159             | ) |  | 1,416             |   |  | 1,676      |   |  | (6,824     | )
|General and administrative
      (Note 5)     |  | 8,293,740           |   |  | 154,833            |   |  | 108,093           |   |  | 823,228    |   |  | 484,875    |  
|Impairment of mineral property costs          |  | 2,759,130           |   |  |                   |   |  | 442,138           |   |  |           |   |  | 428,088    |  
|Impairment of property
      and equipment    |  | 10,811              |   |  |                   |   |  |                  |   |  |           |   |  |           |  
|Mineral
      exploration costs               |  | 4,370,731           |   |  | 22,601             |   |  | 18,172            |   |  | 257,408    |   |  | 504,221    |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Total Operating Expenses                      |  | 15,390,264          |   |  | 168,275            |   |  | 571,182           |   |  | 1,082,312  |   |  | 1,414,448  |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Operating Loss                                |  | (15,390,264         | ) |  | (168,275           | ) |  | (571,182          | ) |  | (1,082,312 | ) |  | (1,414,448 | )
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Other Income (Expense)                        |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Accretion of discounts on convertible debt    |  | (515,427            | ) |  | (45,691            | ) |  | (47,842           | ) |  | (99,611    | ) |  | (213,994   | )
|Gain (Loss) on change in
      fair values of |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|beneficial
        conversion features        |  | 24,014              |   |  | (7,151             | ) |  | (34,959           | ) |  | 20,373     |   |  | (24,555    | )
|Interest expense                              |  | (209,915            | ) |  | (21,005            | ) |  | (22,143           | ) |  | (63,407    | ) |  | (83,049    | )
|Loss on sale of investment securities         |  | (411,430            | ) |  |                   |   |  |                  |   |  |           |   |  |           |  
|Loss on settlement of debt                    |  | (2,871              | ) |  |                   |   |  |                  |   |  |           |   |  |           |  
|Recovery of loss (impairment loss) on         |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|investment securities                         |  | (474,626            | ) |  |                   |   |  |                  |   |  | 104,406    |   |  | (17,117    | )
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Total Other Income (Expense)                  |  | (1,590,255          | ) |  | (73,847            | ) |  | (104,944          | ) |  | (38,239    | ) |  | (338,715   | )
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Net Loss                                      |  | (16,980,519         | ) |  | (242,122           | ) |  | (676,126          | ) |  | (1,120,551 | ) |  | (1,753,163 | )
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Other Comprehensive Loss                      |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Unrealized (loss) gain
      on investment    |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|securities                                    |  |                    |   |  |                   |   |  | (8,541            | ) |  |           |   |  | 81,422     |  
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Comprehensive Loss                            |  | (16,980,519         | ) |  | (242,122           | ) |  | (684,667          | ) |  | (1,120,551 | ) |  | (1,671,741 | )
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Net Loss Per Share
       Basic and Diluted  |  |                     |   |  |                   |   |  | (0.01             | ) |  | (0.02      | ) |  | (0.03      | )
|                                              |  |                     |   |  |                    |   |  |                   |   |  |            |   |  |            |  
|Weighted Average Shares
      Outstanding     |  |                     |   |  | 71,981,000         |   |  | 67,364,000        |   |  | 71,785,000 |   |  | 66,334,000 |  

The Accompanying Notes are an Integral Part of These Financial
  Statements 
  F-2

---

|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                                                             |  | For the           |  
|---------------------------------------------------------------------------- |  | ----------------- | -
|                                                                             |  | Nine Months Ended |  
|                                                                             |  | March 31,         |  
|                                                                             |  | 2008              |  
|                                                                             |  | $                 |  
|Operating Activities                                                         |  |                   |  
|                                                                             |  |                   |  
|Net loss                                                                     |  | (1,120,551        | )
|                                                                             |  |                   |  
|Adjustments to reconcile net loss
      to net cash used in operating        |  |                   |  
|activities:                                                                  |  |                   |  
|                                                                             |  |                   |  
|Accretion of discounts on
      convertible debt                             |  | 99,611            |  
|Amortization
      of deferred financing costs                               |  |                  |  
|Depreciation                                                                 |  |                  |  
|Foreign exchange
      translation loss on debt                              |  | 2,465             |  
|Gain on sale of investment
      securities                                  |  | (104,406          | )
|Loss (gain)
      on change in fair values of beneficial conversion features |  | (20,374           | )
|Impairment loss on investment
      securities                               |  |                  |  
|Impairment
      of mineral property costs                                   |  |                  |  
|Stock-based compensation                                                     |  | 578,932           |  
|                                                                             |  |                   |  
|Changes in operating assets and liabilities:                                 |  |                   |  
|                                                                             |  |                   |  
|Prepaid expenses and deposits                                                |  | 5,009             |  
|Accounts payable
      and accrued liabilities                               |  | 131,930           |  
|Due to related parties                                                       |  | 45                |  
|                                                                             |  |                   |  
|Net Cash Used in Operating
      Activities                                  |  | (427,339          | )
|                                                                             |  |                   |  
|Investing Activities                                                         |  |                   |  
|                                                                             |  |                   |  
|Acquisition of mineral properties                                            |  |                  |  
|Proceeds received on sale of investment
      securities                     |  | 104,406           |  
|                                                                             |  |                   |  
|Net Cash Provided by (Used in) Investing Activities                          |  | 104,406           |  
|                                                                             |  |                   |  
|Financing Activities                                                         |  |                   |  
|                                                                             |  |                   |  
|Advances from related parties                                                |  |                  |  
|Proceeds from issuance of convertible debentures                             |  |                  |  
|Proceeds from issuance
      of notes and loans payable                      |  |                  |  
|Repayment of promissory note                                                 |  |                  |  
|Financing costs                                                              |  |                  |  
|Common stock subscribed                                                      |  |                  |  
|Issuance of common stock                                                     |  | 300,000           |  
|                                                                             |  |                   |  
|Net Cash Provided by Financing Activities                                    |  | 300,000           |  
|                                                                             |  |                   |  
|Decrease in Cash                                                             |  | (22,933           | )
|                                                                             |  |                   |  
|Cash  Beginning of Period                                                   |  | 34,401            |  
|                                                                             |  |                   |  
|Cash  End of Period                                                         |  | 11,468            |  
|                                                                             |  |                   |  
|Non-cash Investing and Financing Activities:                                 |  |                   |  
|                                                                             |  |                   |  
|Common stock subscribed
      to settle debt                                 |  |                  |  
|Common
      stock issued for mineral property lease                         |  |                  |  
|                                                                             |  |                   |  
|Supplemental Disclosures:                                                    |  |                   |  
|                                                                             |  |                   |  
|Interest paid                                                                |  |                  |  
|Income taxes paid                                                            |  |                  |  

The Accompanying Notes are an Integral Part of These Financial
  Statements 
  F-3

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Canyon Copper Corp., (the Company),
        was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under
        the name Aberdene Mines Limited. On August 7, 2006, the Company changed
        its name to Canyon Copper Corp. The Company is an Exploration Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS)
        No. 7 Accounting and Reporting by Development Stage Enterprises.
        The Companys principal business plan is to acquire, explore and
        develop mineral properties and ultimately seek earnings by exploiting
        mineral claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has been in the exploration stage
        since its formation in January 2000 and has not yet realized any revenues
        from its planned operations. It is primarily engaged in the acquisition,
        exploration and development of mineral properties. Upon location of a
        commercial mineable reserve, the Company will actively prepare the site
        for extraction and enter a development stage. At present, management devotes
        most of its activities to raise sufficient funds to further explore and
        develop its mineral properties. Planned principal activities have not
        yet begun. The ability of the Company to emerge from the exploration stage
        with respect to any planned principal business activity is dependent upon
        its successful efforts to raise additional equity financing and/or attain
        profitable mining operations. As at March 31, 2008, the Company has a
        working capital deficit of $1,331,496 and has accumulated losses of $16,980,519
        since inception. The Company also has significant mineral property acquisition
        and exploration commitments. There is no guarantee that the Company will
        be able to complete any of the above objectives. These factors raise substantial
        doubt regarding the Companys ability to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Managements plan for the next twelve
        months is to continue initial exploration activities on the New York Canyon
        Project in Nevada. The agreements pursuant to which the Company acquired
        its interests in the New York Canyon Project provide for a series of cash
        payments, the issue of certain shares over certain time periods, and the
        expenditure of certain minimum amounts on the exploration of the properties
        or contribute its share of ongoing expenditures. If the Company fails
        to make such payments or expenditures in a timely fashion it may lose
        its interest in those properties. As at March 31, 2008, the Company had
        cash of $11,468 on hand, and for the next twelve months, management anticipates
        that the minimum cash requirements to fund its proposed exploration program
        and continued operations will be $3,200,000. Accordingly, the Company
        does not have sufficient funds to meet planned expenditures over the next
        twelve months, and will need to seek additional debt or equity financing
        to meet its planned expenditures. There is no assurance that the Company
        will be able to raise sufficient cash to fund its future exploration programs
        and operational expenditures.                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-4

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | d)                                                            
|   |                                                               
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|   | e)                                                            
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|   | f)                                                            
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|   |                                                               
|   | g)                                                            
|   |                                                               
|   |                                                               

F-5

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
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|   | j)                                                            
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|   | k)                                                            
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|   | l)                                                            
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|   | m)                                                            
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|   |                                                               

F-6

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | o)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-7

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | o)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | p)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | q)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Mineral Properties                                            
|   |                                                               
|   | a)                                                            

F-8

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|3. | Mineral Properties (continued)
|-- | ------------------------------
|   |                               
|   | b)                            

|4. | Accrued Liabilities
|-- | -------------------

| |                                            |  | March 31, |  |  | June 30, | 
| | ------------------------------------------ |  | --------- |  |  | -------- | 
| |                                            |  | 2008      |  |  | 2007     | 
| |                                            |  | $         |  |  | $        | 
| |                                            |  |           |  |  |          | 
| | Interest accrued on debt                   |  | 112,812   |  |  | 48,980   | 
| | Professional fees
      and other accruals |  | 23,074    |  |  | 15,849   | 
| |                                            |  |           |  |  |          | 
| |                                            |  | 135,886   |  |  | 64,829   | 

|5. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        
|   |                           
|   | f)                        

F-9

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|6. | Convertible Debt
|-- | ----------------
|   |                 
|   | a)              
|   |                 
|   | b)              
|   |                 
|   |                 
|   |                 
|   |                 
|   |                 
|   |                 

F-10

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|6. | Convertible Debt (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On August 15, 2007, the Company issued 1,200,000
        units for proceeds of $300,000. Each unit consisted of one share of common
        stock and one share purchase warrant. Each share purchase warrant is exercisable
        at a price of $0.30 per common share for a period of two years from the
        date of issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On December 3, 2007, the Company established
        a 2007 Stock Incentive Plan (the 2007 Plan) to issue up to
        a maximum of 7,000,000 shares of common stock. The maximum aggregate number
        of shares of common stock that may be optioned and sold under the 2007
        Plan will be increased effective the first day of each of the Companys
        fiscal quarters commencing January 1, 2008, by an amount equal the lesser
        of (i) 10% of the total increase in the number of shares of common stock
        outstanding during the previous fiscal quarter, or (ii) a lesser number
        of shares of common stock as determined by the board of directors. The
        exercise price for consultants cannot be less than 85% of the fair market
        value of the common stock on the grant date. The exercise price for all
        others can not be less than 100% of the fair market value of the common
        stock on the grant date for incentive stock options and can not be less
        than 85% of the fair market value of the common stock on the grant date
        for non-qualified stock options. The Plan Administrator shall establish
        the option term or, if not so established, shall be ten years from the
        grant date. As at March 31, 2008, the Company had 3,325,000 stock options
        available for granting pursuant to the 2007 Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On April 5, 2006, the Company established
        a 2006 Stock Incentive Plan (the 2006 Plan) to issue up to
        a maximum of 10,000,000 shares of common stock. The maximum aggregate
        number of shares of common stock that may be optioned and sold under the
        2006 Plan will be increased effective the first day of each of the Companys
        fiscal quarters commencing April 1, 2006, by an amount equal the lesser
        of (i) 15% of the total increase in the number of shares of common stock
        outstanding during the previous fiscal quarter, or (ii) a lesser number
        of shares of common stock as determined by the board of directors. The
        exercise price for consultants cannot be less than 75% of the fair market
        value of the common stock on the grant date. The exercise price for all
        others can not be less than 100% of the fair market value of the common
        stock on the grant date for incentive stock options and can not be less
        than 75% of the fair market value of the common stock on the grant date
        for non-qualified stock options. The Plan Administrator shall establish
        the option term or, if not so established, shall be ten years from the
        grant date. As at March 31, 2008, the Company had 2,423,750 stock options
        available for granting pursuant to the 2006 Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Companys 2004 Non-qualified Stock
        Option Plan (the 2004 Plan) is intended to provide incentives
        to employees, directors and consultants by providing them with opportunities
        to purchase shares of our common stock. The 2004 Plan is effective as
        of June 17, 2004 and all stock options granted under the 2004 Plan must
        be granted within ten years from the date the 2004 Plan was adopted. The
        Company originally registered the 2004 Plan on June 17, 2004 pursuant
        to a registration statement on Form S-8. Effective April 6, 2005, the
        Company amended the 2004 Plan and increased the total of common shares
        reserved for issuance under the 2004 Plan from one million to a total
        of four million common shares. The Board of Directors is authorized to
        administer the 2004 Plan. In doing so, the Board of Directors may: (i)
        designate optionees; (ii) determine the terms and provisions of respective
        option agreements (which need not be identical) including, but not limited
        to, the number of shares to be covered by each option, provisions concerning
        the time or times when and the extent to which the options may be exercised,
        and the nature and duration of restrictions as to transferability or restrictions
        constituting substantial risk of forfeiture; (iii) accelerate the right
        of an optionee to exercise, in whole or in part, any previously granted
        option; (iv) interpret the provisions and supervise the administration
        of the 2004 Plan; (v) determine the fair market value of shares issuable
        under the 2004 Plan; (vi) designate the type of options to be granted
        to an optionee; and (vii) determine any other matter which is necessary
        or desirable for, or incidental to, the administration of the 2004 Plan.
        As at March 31, 2008, the Company had 2,500,000 stock options available
        for granting pursuant to the 2004 Plan.

F-11

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|8. | Stock Options (continued)                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                        
|   | On December 3, 2007, the Company granted 2,875,000 stock
        options to officers, directors and consultants at an exercise price of
        $0.25 per share exercisable for a period of five years and recorded stock-based
        compensation of $471,171 as general and administrative expense.
|   |                                                                                                                                                                                                                                                                                                        
|   | On December 10, 2007, the Company granted 300,000 stock
        options to a consultant at an exercise price of $0.25 per share exercisable
        for a period of five years and recorded stock-based compensation of $47,862
        as general and administrative expense.                         
|   |                                                                                                                                                                                                                                                                                                        
|   | On January 29, 2008, the Company granted 500,000 stock
        options to a director at an exercise price of $0.25 per share exercisable
        for a period of five years and recorded stock-based compensation of $59,899
        as general and administrative expense.                            
|   |                                                                                                                                                                                                                                                                                                        
|   | A summary of the Companys stock option activity
        is as follows:                                                                                                                                                                                                                                

| |                             |  |            |   |  | Weighted Average |  |  | Aggregate       | 
| | --------------------------- |  | ---------- | - |  | ---------------- |  |  | --------------- | 
| |                             |  | Number of  |   |  | Exercise Price   |  |  | Intrinsic Value | 
| |                             |  | Options    |   |  | $                |  |  | $               | 
| |                             |  |            |   |  |                  |  |  |                 | 
| | Outstanding, June 30, 2007  |  | 8,700,000  |   |  | 0.47             |  |  |                 | 
| |                             |  |            |   |  |                  |  |  |                 | 
| | Granted                     |  | 3,675,000  |   |  | 0.25             |  |  |                 | 
| | Expired                     |  | (4,200,000 | ) |  | 0.45             |  |  |                 | 
| | Cancelled                   |  | (4,000,000 | ) |  | 0.50             |  |  |                 | 
| |                             |  |            |   |  |                  |  |  |                 | 
| | Outstanding, March 31, 2008 |  | 4,175,000  |   |  | 0.26             |  |  |                | 
| |                             |  |            |   |  |                  |  |  |                 | 
| | Exercisable, March 31, 2008 |  | 4,175,000  |   |  | 0.26             |  |  |                | 

As at March 31, 2008, the weighted average
  remaining contractual life of the outstanding stock options is 4.08 years.

As at March 31, 2008, the Company had
  no unvested options outstanding.

During the nine months ended March 31,
  2008 and 2007, the Company recorded stock-based compensation of $578,932 and
  $nil, respectively, as general and administrative expense.

The fair value for stock options granted
  was estimated at the date of grant using the Black-Scholes option-pricing model
  and the weighted average fair value of stock options granted during the nine
  month periods ended March 31, 2008 and 2007 were $0.16 and $Nil per share, respectively.
  The weighted average assumptions used are as follows:

| |                                 |  | Nine Months Ended | 
| | ------------------------------- |  | ----------------- | 
| |                                 |  | March 31,         | 
| |                                 |  | 2008              | 
| |                                 |  |                   | 
| | Expected dividend yield         |  | 0%                | 
| | Risk-free interest rate         |  | 3.13%             | 
| | Expected volatility             |  | 111%              | 
| | Expected option life (in years) |  | 4.65              | 

|9. | Share Purchase Warrants                                                                        
|-- | -----------------------------------------------------------------------------------------------
|   |                                                                                                
|   | The following table summarizes the continuity of the
        Companys share purchase warrants:

| |                               |  |            |   |  | Weighted | 
| | ----------------------------- |  | ---------- | - |  | -------- | 
| |                               |  |            |   |  | Average  | 
| |                               |  |            |   |  | Exercise | 
| |                               |  | Number of  |   |  | Price    | 
| |                               |  | Warrants   |   |  | $        | 
| |                               |  |            |   |  |          | 
| | Balance, June 30, 2007        |  | 9,035,803  |   |  | 0.40     | 
| |                               |  |            |   |  |          | 
| | Issued                        |  | 1,200,000  |   |  | 0.30     | 
| | Expired                       |  | (6,635,000 | ) |  | 0.43     | 
| |                               |  |            |   |  |          | 
| | Balance, March 31,
      2008 |  | 3,600,803  |   |  | 0.30     | 

F-12

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|9. | Share Purchase Warrants (continued)                                                  
|-- | -------------------------------------------------------------------------------------
|   |                                                                                      
|   | As at March 31, 2008, the following share purchase warrants
        were outstanding:

| |           |  | Exercise |  |  |                 | 
| | --------- |  | -------- |  |  | --------------- | 
| | Number of |  | Price    |  |  |                 | 
| | Warrants  |  | $        |  |  | Expiry Date     | 
| |           |  |          |  |  |                 | 
| | 2,234,136 |  | 0.30     |  |  | June 29, 2008   | 
| | 166,667   |  | 0.40     |  |  | August 28, 2008 | 
| | 1,200,000 |  | 0.30     |  |  | August 15, 2009 | 
| |           |  |          |  |  |                 | 
| | 3,600,803 |  |          |  |  |                 | 

|10. | Legal Proceeding                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                               
|    | On January 23, 2007, the F.I.R.M. Focused
        Investor Relations Marketing Inc. commenced an action in Ontario, Canada
        against the Company seeking payment in the amount of $84,000 pursuant
        to an oral agreement. The Company believes that this action is without
        merit and will defend its position vigorously.
|    |                                                                                                                                                                                                                                                                                                                                               
|11. | Subsequent Events                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                               
|    | a)                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                               
|    | b)                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                               
|    | c)                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                               
|    | d)                                                                                                                                                                                                                                                                                                                                            

F-13

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION.
|------- | -------------------------------------------------------------------------------------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements contained in this Quarterly Report on Form
10-Q constitute "forward-looking statements. These statements, identified by
words such as plan, "anticipate, "believe, "estimate, "should, "expect"
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption Part II
- Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. We
do not intend to update the forward-looking information to reflect actual
results or changes in the factors affecting such forward-looking information. We
advise you to carefully review the reports and documents we file from time to
time with the United States Securities and Exchange Commission (the SEC),
particularly our annual reports on Form 10-KSB or Form 10-K, our quarterly
reports on Form 10-QSB or Form 10-Q and our current reports on Form 8-K.

OVERVIEW

We were incorporated on January 21, 2000 under the laws of the
State of Nevada under the name Aberdene Mines Limited. We subsequently changed
our name to Canyon Copper Corp. on August 8, 2006.

We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. We currently hold 100% title
in two major claim blocks comprising a total of 1,332 mineral claims, covering
approximately 27,440 acres located in Mineral County, Nevada (the New York
Canyon Claims), and a third block of claims consisting of 18 patented mineral
claims covering an area of approximately 361 acres, located within the vicinity
of the New York Canyon Claims area (the Jaycor Claims). We collectively refer
to the New York Canyon Claims and the Jaycor Claims as the New York Canyon
Project.

We have not earned any revenues to date and do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that commercially viable mineral deposits exist
on our claims or that we will discover commercially exploitable levels of
mineral resources on our properties, or if such deposits are discovered, that we
will enter into further substantial exploration programs.

Recent Corporate Developments

We experienced the following significant corporate developments
since our last fiscal quarter ended December 31, 2007:

|1. | On January 29, 2008, we appointed Andrew Malim to our
      Board of Directors. Also on January 29, 2008, we issued non-qualified
      stock options to Mr. Malim to purchase 500,000 shares of common stock
      pursuant to our 2007 Stock Incentive Plan. The options are exercisable at
      a price of $0.25 per share for a period of five years expiring on January
      28, 2013.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                              
|2. | On April 1, 2008, we entered into a loan agreement with
      Anthony Harvey, our Chief Executive Officer, Chairman and member of our
      Board of Directors, whereby Mr. Harvey loaned us $25,000. The loan is due
      on or before October 1, 2008 and incurs interest at a rate of 15% per
      annum, payable upon maturity.                                                        

2

---

|3. | On May 8, 2008, we entered into a loan agreement with Mr.
      Harvey whereby Mr. Harvey loaned us CDN $25,000. The loan is due on or
      before November 8, 2008 and incurs interest at a rate of 15% per annum,
      payable on maturity.                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | On May 9, 2008, we entered into amendments to our loan
      agreements with each of Anthony Harvey and Aton Select Fund Limited
      (ASF). Under the terms of the amendment agreements, ASF agreed to extend
      the term of its loan from March 20, 2008 to June 20, 2009 and Mr. Harvey
      agreed to extend the term of his loans from March 14, 2008 and April 25,
      2008 to June 14, 2009 and July 25, 2009,
respectively.

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the nine
months ended March 31, 2008 and changes in our financial condition from June 30,
2007. This discussion should be read in conjunction with the Managements
Discussion and Analysis or Plan of Operation included in our Annual Report on
Form 10-KSB for the year ended June 30, 2007.

Our plan of operation for the next twelve months is to continue
our initial exploration activities of the New York Canyon Project in Nevada.

Our estimated expenses for the next twelve months are as
follows:

ITEM AND ACTIVITY
    
    12 Month TotalBudgetLAND STATUS2008 - 2009 unpatented claim maintenance
      fees
    $
    175,000Monthly Payments  Patented Claims
    
    45,000PERMITTINGRoad and drill site work
    
    50,000Archeological and biological surveys
    
    20,000Water quality monitoring
    
    20,000Drill Permitting & Bonding
    
    100,000Reclamation
    
    20,000DRILL PROGRAM(includes assays & supervision)Compile data for engineering evaluation
    
    60,000Drilling Reverse Circular
    
    900,000Drilling Core
    
    600,000METALLURGICAL PROGRAMInvestigation into acid costs, sites,
      transport, etc.
    
    -Preliminary metallurgical work
    
    105,000Preliminary alternative leach studies
    
    150,000ENGINEERING & REPORTINGEngineering Reports
    
    20,000Modeling, Scoping study
    
    50,000GEOPHYSICAL SURVEYSInduced polarization
    
    70,000


3

---

ITEM AND ACTIVITY
    
    12 Month TotalBudgetAirborne radiometric survey
    
    65,000GEOLOGICAL MAPPING AND INVESTIGATIONSMapping and sampling
    
    50,000Contingency 10%
    
    250,000Management fee 5%
    
    125,000GENERAL AND ADMINISTRATIVE EXPENSESGeneral and Administrative
    
    325,000TOTAL
    $
    3,200,000


Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project and requires us
to obtain additional financing. We recorded a net loss of $1,120,551 for the
nine months ended March 31, 2008 and have an accumulated deficit of $16,980,519
since inception. As at March 31, 2008, we had cash of $11,468 and, for the next
twelve months, management anticipates that the minimum cash requirements to fund
our proposed exploration program and our continued operations will be
$3,200,000. Accordingly, we do not have sufficient funds to meet our planned
expenditures over the next twelve months and will need to seek additional
financing to meet our planned expenditures.

We have not earned revenues since inception. We are currently
seeking out additional sources of financing. However, there is no assurance that
we will be able to achieve sufficient financing required to proceed with our
plan of operation. Since inception, we have been dependent on investment capital
and debt financing from third parties as our primary source of liquidity. We
anticipate that we will continue to rely on the sale of our common stock or
loans in order to continue to fund our business operations. Issuances of
additional shares will result in further dilution of our existing shareholders.
See Future Financings, below.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

|                   |   | Third Quarter Ended |   |   |            |   |  | Nine Months Ended |    |   |            |  
|------------------ | - | ------------------- | - | - | ---------- | - |  | ----------------- | -- | - | ---------- | -
|                   |   | March 31            |   |   | Percentage |   |  | March 31          |    |   | Percentage |  
|                   |   |                     |   |   |            |   |  | Increase /        |    |   |            |  
|                   |   | 2008                |   |   | 2007       |   |  | (Decrease)        |    |   | 2008       |  
|Revenue            | $ | -                   |   | $ | -          |   |  | n/a               |    | $ | -          |  
|Operating Expenses |   | (168,275            | ) |   | (571,182   | ) |  | (70.5             | )% |   | (1,082,312 | )
|Other Expenses     |   | (73,847             | ) |   | (104,944   | ) |  | (29.6             | )% |   | (38,239    | )
|Net Loss           | $ | (242,122            | ) | $ | (676,126   | ) |  | (64.2             | )% | $ | (1,120,551 | )

Revenues

We have not earned any revenues to date and do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. There can be no assurance that we will be successful in
discovering commercial quantities or that we can commercially produce metals or
minerals. We are presently an exploration stage company engaged in the search
for mineral reserves. We can provide no assurances that we will be able to
discover any commercially exploitable levels of mineral resources on our
property, or, even if such resources are discovered, that we will be able to
enter into commercial production of our mineral property.

4

---

Expenses

Our operating expenses for the three and nine month periods
ended March 31, 2008 and 2007 consisted of the following:

|                          |   | Third Quarter Ended |   |   |            |  |  | Nine Months Ended |  |   |           
|------------------------- | - | ------------------- | - | - | ---------- |  |  | ----------------- |  | - | ----------
|                          |   | March 31            |   |   | Percentage |  |  | March 31          |  |   | Percentage
|                          |   |                     |   |   |            |  |  | Increase /        |  |   |           
|                          |   | 2008                |   |   | 2007       |  |  | (Decrease)        |  |   | 2008      
|Operating Expenses:       |   |                     |   |   |            |  |  |                   |  |   |           
|                          |   |                     |   |   |            |  |  |                   |  |   |           
|Depreciation              | $ | -                   |   | $ | 1,363      |  |  | (100)%            |  | $ | -         
|                          |   |                     |   |   |            |  |  |                   |  |   |           
|Foreign exchange loss     |   | (9,159              | ) |   | 1,416      |  |  | (746.8)%          |  |   | 1,676     
|(gain)                    |   |                     |   |   |            |  |  |                   |  |   |           
|General and               |   | 154,833             |   |   | 108,093    |  |  | 43.2%             |  |   | 823,228   
|administrative            |   |                     |   |   |            |  |  |                   |  |   |           
|Impairment of mineral     |   | -                   |   |   | 442,138    |  |  | (100)%            |  |   | -         
|property costs            |   |                     |   |   |            |  |  |                   |  |   |           
|Mineral exploration costs |   | 22,601              |   |   | 18,172     |  |  | 24.4%             |  |   | 257,408   
|                          |   |                     |   |   |            |  |  |                   |  |   |           
|Other Expenses            |   |                     |   |   |            |  |  |                   |  |   |           
|(Income):                 |   |                     |   |   |            |  |  |                   |  |   |           
|Accretion of discounts on |   | 45,691              |   |   | 47,842     |  |  | (4.5)%            |  |   | 99,611    
|convertible debt          |   |                     |   |   |            |  |  |                   |  |   |           
|Loss (gain) on change in  |   | 7,151               |   |   | 34,959     |  |  | (79.5)%           |  |   | (20,373   
|fair values of beneficial |   |                     |   |   |            |  |  |                   |  |   |           
|conversion features       |   |                     |   |   |            |  |  |                   |  |   |           
|Interest expense          |   | 21,005              |   |   | 22,143     |  |  | (5.1)%            |  |   | 63,407    
|                          |   |                     |   |   |            |  |  |                   |  |   |           
|Recovery of loss          |   | -                   |   |   | -          |  |  | n/a               |  |   | (104,406  
|(impairment loss) on      |   |                     |   |   |            |  |  |                   |  |   |           
|investment securities     |   |                     |   |   |            |  |  |                   |  |   |           
|Net Loss                  | $ | 242,122             |   | $ | 676,126    |  |  | (64.2)%           |  | $ | 1,120,551 

We incurred operating expenses in the amount of $168,275 for
the quarter ended March 31, 2008 as compared to $571,182 for the quarter ended
March 31, 2007.

The increase in our general and administrative expenses is
primarily attributable to the fact that we entered into management consultant
agreements with our Chief Executive Officer and President. Under the terms of
the management consultant agreements, we agreed to pay our Chief Executive
Officer and our President a consulting fee of CDN $5,000 per month. We did not
incur any consulting fees to our Chief Executive Officer and our President
during the quarter ended March 31, 2007.

Mineral exploration costs consisted of mineral lease payments
in connection with our New York Canyon Project.

We anticipate that the expenses will increase over the next
twelve months due to our ongoing planned exploration activities on the New York
Canyon Project.

5

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LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                   |   |   |                  |   |  |                      
|------------------------- | - | ----------------- | - | - | ---------------- | - |  | ---------------------
|                          |   |                   |   |   |                  |   |  | Percentage           
|                          |   | At March 31, 2008 |   |   | At June 30, 2007 |   |  | Increase / (Decrease)
|Current Assets            | $ | 22,382            |   | $ | 50,324           |   |  | (55.5)%              
|Current Liabilities       |   | (1,353,878        | ) |   | (1,140,201       | ) |  | 18.7%                
|Working Capital (Deficit) | $ | (1,331,496        | ) | $ | (1,089,877       | ) |  | 22.2%                

|Cash Flows                                      |   |                   |   |   |                   |  
|----------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                                |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                                |   | March 31, 2008    |   |   | March 31, 2007    |  
|Cash Used in Operating Activities               | $ | (427,339          | ) | $ | (1,245,651        | )
|Cash Provided by (Used in) Investing Activities |   | 104,406           |   |   | (250,000          | )
|Cash Provided by Financing Activities           |   | 300,000           |   |   | 1,413,206         |  
|Net Increase (decrease) in Cash During Period   | $ | 22,933            |   | $ | (82,445           | )

As at March 31, 2008, we had cash on hand of $11,468 and a
working capital deficit of $1,331,496. During the nine months ended March 31,
2008, our sole source of financing was from the sale of 1,200,000 units of the
Company for total proceeds of $300,000.

Subsequent to our quarter ended March 31, 2008, we received the
following loans from Mr. Harvey, our Chief Executive Officer and Chairman,
payable as follows:

| | (a) | $25,000, bearing interest at a rate of 15% per annum and
      due on or before October 1, 2008; and 
| | --- | -----------------------------------------------------------------------------------------------------
| |     |                                                                                                      
| | (b) | CDN $25,000, bearing interest at a rate of 15% per annum
      and due on or before November 8, 2008.

Future Financings

Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project and requires us
to obtain additional financing. We recorded a net loss of $1,120,551 for the
nine months ended March 31, 2008 and have an accumulated deficit of $16,980,519
since inception. As at March 31, 2008, we had cash of $11,468 and, for the next
twelve months, management anticipates that the minimum cash requirements to fund
our proposed exploration program and our continued operations will be
$3,200,000. Accordingly, we do not have sufficient funds to meet our planned
expenditures over the next twelve months and will need to seek additional
financing to meet our planned expenditures. There is no assurance that we will
be able to obtain additional financing in the future.

On March 29, 2007, we entered into an engagement letter with
Union Securities Ltd. (Union) pursuant to which Union agreed to act as our
sponsor in connection with a proposed listing of our common stock on a Canadian
stock exchange and to act as our agent for a proposed equity offering of a
minimum of $6,000,000 and a maximum of $12,000,000 in units to non-US residents
pursuant to Regulation S. Each unit is expected to consist of one common share
and one share purchase warrant to purchase an additional common share at a price
to be determined for a period of 18 months from the closing of the offering. We
have agreed to pay Union a sponsorship fee of $25,000 (which fee has been paid),
a cash commission equal to 8% of the proceeds received from units sold and
options to acquire additional shares of our common stock equal to 10% of the
number of units sold. As a condition of the engagement letter, on

6

---

or before the closing of the offering, we must provide Union
with a copy of our final listing application and the conditional listing
approval of the Canadian stock exchange.

On August 1, 2007, we approved an offering on a private
placement basis of up to 2,000,000 units at a price of $0.25 per unit pursuant
to Regulation S of the Securities Act. Each unit consists of one share of the
Corporations common stock and one share purchase warrant, each warrant
entitling the holder thereof to purchase an additional share of our common stock
for a period of one year from the date of issuance at an exercise price of $0.30
per share. On August 15, 2007, we issued 1,200,000 units to one subscriber. The
balance of the offering has not been closed and there is no assurance that the
remaining units will be sold.

Obtaining additional financing is subject to a number of
factors, including the market prices for the mineral property and copper and our
proposed listing of our common stock on a Canadian stock exchange. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us. Since our inception, we have used our common stock to raise
money for our operations and for our property acquisitions. We have not attained
profitable operations and are dependent upon obtaining financing to pursue our
plan of operation. For these reasons, our independent auditors believe there
exists a substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 2 to the interim financial statements included in this
Quarterly Report.

Use of Estimates

The preparation of financial statements in accordance with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses in the reporting period. We regularly evaluate estimates
and assumptions related to long-lived assets, derivative liabilities, asset
retirement obligations, stock-based compensation and deferred income tax asset
valuations. We base our estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by us may differ materially and adversely from our estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.

Mineral Property Costs

We have been in the exploration stage since its inception on
January 21, 2000, and have not yet realized any revenues from our planned
operations. We are primarily engaged in the acquisition and exploration of
mining properties. Mineral property exploration costs are expensed as incurred.
Mineral property acquisition costs are initially capitalized when incurred using
the guidance in EITF 04-02, Whether Mineral Rights Are Tangible or
Intangible Assets. We assess the carrying costs for impairment under SFAS
144, Accounting for Impairment or Disposal of Long Lived Assets at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be

7

---

amortized using the units-of-production method over the
estimated life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to operations.

Stock-based Compensation

We record stock-based compensation in accordance with SFAS
123(R), Share-Based Payments, which requires the measurement and recognition
of compensation expense, based on estimated fair values, for all share-based
awards, made to employees and directors, including stock options. In March 2005,
the Securities and Exchange Commission issued SAB 107 relating to SFAS 123(R).
We applied the provisions of SAB 107 in its adoption of SFAS 123(R).

SFAS 123(R) requires companies to estimate the fair value of
share-based awards on the date of grant using an option-pricing model. We use
the Black-Scholes option-pricing model as its method of determining fair value.
This model is affected by our stock price as well as assumptions regarding a
number of subjective variables. These subjective variables include, but are not
limited to our expected stock price volatility over the term of the awards, and
actual and projected employee stock option exercise behaviors. The value of the
portion of the award that is ultimately expected to vest is recognized as an
expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the quarter ended March 31, 2008 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

8

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

Other than as previously disclosed in our Annual Report for the
fiscal year ended June 30, 2007, we are not party to any legal proceedings.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

If we do not obtain additional financing, our business will
fail.

Our current operating funds are inadequate to complete our
planned exploration of the New York Canyon Project and our general and
administrative expenses. Our business plan calls for significant expenses in
connection with the exploration and development of those mineral claims. As a
result, we will require additional financing to complete our exploration and
development plans. We will also require additional financing if the costs of
exploration are greater than anticipated and to sustain our business operations
if we are not successful in earning revenues once exploration is complete.
Obtaining additional financing would be subject to a number of factors, the
known material factors being market prices for copper, investor acceptance of
our mineral claims, and investor sentiment. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.

If we complete a financing through the sale of additional
shares of our common stock, shareholders will experience dilution.

The most likely source of future financing presently available
to us is through the issuance of our common stock. Any sale of share capital
will result in dilution to existing shareholders. The only other anticipated
alternative for the financing of further exploration would be the offering by us
of an interest in our properties to be earned by another party or parties
carrying out further exploration thereof, which is not presently
contemplated.

In order to maintain our rights to the New York Canyon
Project, we will be required to make annual filings with federal and state
regulatory agencies and/or be required to complete assessment work on the New
York Canyon Project.

In order to maintain our rights to the New York Canyon Project,
we will be required to make annual filings with federal and state regulatory
authorities. Currently the amount of these fees is nominal; however, these
maintenance fees are subject to adjustment. In addition, we may be required by
federal and/or state legislation or regulations to complete minimum annual
amounts of mineral exploration work on the New York Canyon Project. A failure by
us to meet the annual maintenance requirements under federal and state laws
could cause our rights to the New York Canyon Project to lapse.

We lack an operating history and have losses which we expect
to continue into the future. As a result, we may have to suspend or cease
exploration activities and if we do not obtain additional financing, our
business will fail.

We were incorporated on January 21, 2000 and to date have been
involved primarily in organizational activities, the acquisition of mineral
claims and the exploration and development on these claims. We have

9

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no exploration history upon which an evaluation of our future
success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:

| | (i)  | our ability to locate a profitable mineral property;
      and
| | ---- | --------------------------------------------------------------
| |      |                                                               
| | (ii) | our ability to generate revenues.                             

Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project, which will
require us to obtain additional financing. We recorded a net loss of $1,120,551
for the nine months ended March 31, 2008 and have an accumulated deficit of
$16,980,519 since inception. As at March 31, 2008 we had cash of $11,468 and for
the next twelve months, management anticipates that the minimum cash
requirements to fund our proposed exploration program and our continued
operations will be $3,200,000. Accordingly we do not have sufficient funds to
meet our planned expenditures over the next twelve months and will need to seek
additional financing to meet our planned expenditures.

Obtaining additional financing would be subject to a number of
factors, including the market prices for the mineral property and base and
precious metals. These factors may make the timing, amount, terms or conditions
of additional financing unavailable to us. Since our inception, we have used our
common stock to raise money for our operations and for our property
acquisitions. We have not attained profitable operations and are dependent upon
obtaining financing to pursue our plan of operation. For these reasons, our
independent auditors believe there exists a substantial doubt about our ability
to continue as a going concern.

Because we have not commenced business operations, we face a
high risk of business failure.

We have not earned any revenues as of the date of this
Quarterly Report. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

We have no known mineral reserves and if we cannot find any,
we will have to cease operations.

We have no mineral reserves. Mineral exploration is highly
speculative. It involves many risks and is often non-productive. Even if we are
able to find mineral reserves on our property our production capability is
subject to further risks including:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies, and construction of production
  facilities, all of which we have not budgeted for;
- Availability and costs of financing;
- Ongoing costs of production; and
- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near the New York Canyon Project and such
other factors as government regulations, including regulations relating to
allowable production, exporting of minerals, and environmental protection. If we
do not find a mineral reserve or define a mineral inventory containing gold,
silver, copper, zinc or iron or if we cannot explore the mineral reserve, either
because we do not have the money to do it or because it will not be economically
feasible to do it, we will have to cease operations and you will lose your
investment.

10

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Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our mineral claims and the production of minerals thereon, if
any, we will not be able to earn profits or continue operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and we may not be able to ever generate any operating revenues
or achieve profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages if and when
we conduct mineral exploration activities.

The search for valuable minerals involves numerous hazards. As
a result, if and when we conduct exploration activities we may become subject to
liability for such hazards, including pollution, cave-ins and other hazards
against which we cannot insure or against which we may elect not to insure. The
payment of such liabilities may have a material adverse effect on our financial
position.

If the price of base and precious metals declines, our
financial condition and ability to obtain future financings will be
impaired.

The price of base and precious metals is affected by numerous
factors, all of which are beyond our control. Factors that tend to cause the
price of base and precious metals to decrease include the following:

| | (a) | Sales or leasing of base and precious metals by
      governments and central banks;                                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                           
| | (b) | A low rate of inflation and a strong US dollar;                                                                                                                                                                           
| |     |                                                                                                                                                                                                                           
| | (c) | Speculative trading;                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                           
| | (d) | Decreased demand for base and precious metals industrial,
      jewelry and investment uses;                                                                                                                              
| |     |                                                                                                                                                                                                                           
| | (e) | High supply of base and precious metals from production,
      disinvestment, scrap and hedging;                                                                                                                          
| |     |                                                                                                                                                                                                                           
| | (f) | Sales by base and precious metals producers and foreign
      transactions and other hedging transactions; and                                                                                                            
| |     |                                                                                                                                                                                                                           
| | (g) | Devaluing local currencies (relative to base and precious
      metals price in US dollars) leading to lower production costs and higher
      production in certain major base and precious metals producing
    regions.

Our business is dependent on the price of base and precious
metals. We have not undertaken hedging transactions in order to protect us from
a decline in the price of base and precious metals. A decline in the price of
base and precious metals may also decrease our ability to obtain future
financings to fund our planned development and exploration programs.

Because we are an exploration stage company, our business
has a high risk of failure.

As noted in the financial statements that are included with
this Quarterly Report, we are an exploration stage company that has incurred net
losses since inception, we have not attained profitable operations and we are
dependent upon obtaining adequate financing to complete our exploration
activities. These conditions, as indicated in our audit report on our Annual
Report on Form 10-KSB, raise substantial doubt as to our ability to continue as
a going concern. The success of our business operations will depend upon

11

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our ability to obtain further financing to complete our planned
exploration program and to attain profitable operations. If we are not able to
complete a successful exploration program and attain sustainable profitable
operations, then our business will fail.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan.

Our success is dependent upon the performance of key personnel
working full-time in management, supervisory and administrative capacities or as
consultants. This is particularly true in highly technical businesses such as
mineral exploration. These individuals are in high demand and we may not be able
to attract the personnel we need. The loss of the services of senior management
or key personnel could have a material and adverse effect on us, our business
and results of operations. Failure to hire key personnel when needed, or on
acceptable terms, would have a significant negative effect on our business.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We are required to obtain work permits, post bonds
and perform remediation work for any physical disturbance to the land in order
to comply with these laws. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:

| | (a) | Water discharge will have to meet drinking water
      standards;                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                 
| | (b) | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| |     |                                                                                                                                                 
| | (c) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| |     |                                                                                                                                                 
| | (d) | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| |     |                                                                                                                                                 
| | (e) | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| |     |                                                                                                                                                 
| | (f) | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| |     |                                                                                                                                                 
| | (g) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

There is a risk that new regulations could increase our costs
of doing business and prevent us from carrying out our exploration program. We
will also have to sustain the cost of reclamation and environmental remediation
for all exploration work undertaken. Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible. Other potential pollution or damage must be cleaned-up and
renewed along standard guidelines outlined in the usual permits. Reclamation is
the process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

12

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If we become subject to increased environmental laws and
regulation, our operating expenses may increase.

Our development and production operations are regulated by both
US Federal and Nevada state environmental laws that relate to the protection of
air and water quality, hazardous waste management and mine reclamation. These
regulations will impose operating costs on us. If the regulatory environment for
our operations changes in a manner that increases costs of compliance and
reclamation, then our operating expenses would increase with the result that our
financial condition and operating results could be adversely affected.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the trading price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

| | 1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                          
| | 2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
| |    |                                                                                                                                                                                                                                          
| | 3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
| |    |                                                                                                                                                                                                                                          
| | 4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
| |    |                                                                                                                                                                                                                                          
| | 5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
| |    |                                                                                                                                                                                                                                          
| | 6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

13

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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|------- | ------------------------------------------------------------------

None.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------- | ----------------------------------------------------------

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

On May 8, 2008, we entered into a loan agreement with Mr.
Harvey whereby Mr. Harvey loaned us CDN $25,000. The loan is due on or before
November 8, 2008 and incurs interest at a rate of 15% per annum, payable on
maturity.

On May 9, 2008, we entered into amendments to our loan
agreements with each of Anthony Harvey and Aton Select Fund Limited (ASF).
Under the terms of the amendment agreements, ASF agreed to extend the term of
its loan from March 20, 2008 to June 20, 2009 and Mr. Harvey agreed to extend
the term of his loans from March 14, 2008 and April 25, 2008 to June 14, 2009
and July 25, 2009, respectively.

|ITEM 6. | EXHIBITS.
|------- | ---------

The following exhibits are either provided with this Quarterly
Report on Form 10-Q or are incorporated herein by reference.

|Exhibit |                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                           
|3.1     | Amended and Restated Articles
      of Incorporation.(15)                                                                                                                        
|3.2     | Bylaws.(1)                                                                                                                                                                       
|4.1     | Specimen Stock Certificate.(15)                                                                                                                                                  
|10.1    | 2004 Nonqualified Stock Option Plan.(4)                                                                                                                                          
|10.2    | 2006 Stock Incentive Plan dated April 5,
      2006.(11)                                                                                                                         
|10.3    | Convertible Preferred Stock Purchase Agreement dated July
      29, 2004 between the Company and Langley Park Investments
      PLC.(5)                                          
|10.4    | Debenture Purchase Agreement dated November 19, 2004
      between the Company and Glenkirk International.(7)                                                                    
|10.5    | Convertible, Callable, Subordinated Debenture dated
      November 19, 2004 between the Company and Glenkirk
      International.(7)                                             
|10.6    | Property Option Agreement dated March 18, 2004 among the
      Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada
      Sunrise LLC (New York Canyon Project).(3)
|10.7    | Lease Agreement dated July 21, 2004 between the Company
      and Jaycor Mining, Inc.(6)                                                                                         
|10.8    | Consulting Agreement dated April 5, 2005 between the
      Company and Anthony Harvey.(8)                                                                                        

14

---

|Exhibit |                                                                                                                                                   
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                            
|10.9    | Consulting Agreement dated
      August 5, 2005 between the Company and Chris Broili.(12)                                                         
|10.10   | Consulting Agreement dated August 10, 2005
      between the Company and Mel Klohn.(12)                                                           
|10.11   | Consulting Agreement dated
      August 22, 2005 between the Company and Carlo Civelli.(12)                                                       
|10.12   | Consulting Agreement dated September 20, 2005
      between the Company and Richard Dixon.(9)                                                     
|10.13   | Consulting Agreement dated
      September 20, 2005 between the Company and Richard Kehmeier.(9)                                                  
|10.14   | Consulting Agreement dated January 6, 2006
      between the Company and Kurt Bordian.(10)                                                        
|10.15   | Consulting Agreement dated
      January 19, 2006 between the Company and Mark A. Reynolds.(9)                                                    
|10.16   | Consulting Agreement dated February 1, 2006
      between the Company and Linda Erdman.(9)                                                        
|10.17   | Consulting Agreement dated
      February 1, 2006 between the Company and Geoffrey Goodall.(9)                                                    
|10.18   | Consulting Agreement dated February 1, 2006
      between the Company and Robert Young.(12)                                                       
|10.19   | Debt Settlement Agreement dated
      November 8, 2005 between the Company and Cameron Reynolds.(12)                                              
|10.20   | Mineral Processing Research Agreement dated
      March 22, 2006 among the Company, Nevada Sunrise, LLC and INTOR Resources
      Corporation.(12)
|10.21   | Loan Agreement dated September
      12, 2006 between the Company and Aton Ventures Fund Ltd.(13)                                                 
|10.22   | Loan Agreement dated September 11, 2006 between
      the Company and Asset Protection Fund Ltd.(13)                                              
|10.23   | Convertible Promissory Note
      dated September 12, 2006 between the Company and Aton Ventures Fund
      Ltd.(13)                              
|10.24   | Convertible Promissory Note dated September 11,
      2006 between the Company and Asset Protection Fund Ltd.(13)                                 
|10.25   | Promissory Note dated August
      16, 2006 between the Company and Susan Hand.(14)                                                               
|10.26   | Promissory Note dated August 16, 2006 between
      the Company and Walter Kondrosky.(14)                                                         
|10.27   | Promissory Note dated August
      16, 2006 between the Company and Anthony Harvey.(14)                                                           
|10.28   | Promissory Note dated August 16, 2006 between
      the Company and Kathy Huettl.(14)                                                             
|10.29   | Promissory Note dated August
      16, 2006 between the Company and Bob Gibb.(14)                                                                 
|10.30   | Promissory Note dated November 7, 2006 between
      the Company and Kathy Huettl.(16)                                                            
|10.31   | Promissory Note dated November
      7, 2006 between the Company and Terry Fields.(16)                                                            
|10.32   | First Amendment Loan Agreement dated November
      27, 2006 between the Company and Aton Ventures Fund Ltd.(17)                                  
|10.33   | First Amendment to Loan
      Agreement dated November 27, 2006 between the Company and Asset Protection
      Fund Ltd.(17)                      
|10.35   | Convertible Promissory Note dated November 27,
      2006 between the Company and Aton Ventures Fund Ltd.(17)                                     
|10.36   | Convertible Promissory Note
      dated November 27, 2006 between the Company and Asset Protection Fund
      Ltd.(17)                            
|10.37   | Quitclaim Deed for the New York Canyon Project
      dated March 12, 2007.(18)                                                                    
|10.38   | Service Agreement dated
      February 1, 2007 between the Company and Geoffrey Goodall.(19)                                                      
|10.39   | Sponsorship Agreement dated March 29, 2007
      between the Company and Union Securities                                                         

15

---

|Exhibit |                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                             
|        | Ltd.(19)                                                                                                                                           
|10.40   | Engagement Letter dated March 29, 2007 between
      the Company and Union Securities Ltd.(19)                                                     
|10.41   | Second Amendment to Loan Agreement
      dated April 12, 2007 between the Company and Aton Ventures Fund Ltd.(19)                                  
|10.42   | Second Amendment to Loan Agreement dated April
      11, 2007 between the Company and Asset Protection Fund Ltd.(19)                               
|10.43   | Loan Agreement dated April 25,
      2007 between the Company and Aton Select Fund Limited.(19)                                                    
|10.44   | Loan Agreement dated April 25, 2007 between the
      Company and Anthony Harvey for the loan of CDN$50,000.(19)                                   
|10.45   | Loan Agreement dated April 25,
      2007 between the Company and Anthony Harvey for the loan of $100,000.(19)                                     
|10.46   | Promissory Note dated April 25, 2007 between the
      Company and Aton Select Fund Limited.(19)                                                   
|10.47   | Promissory Note dated April 25,
      2007 between the Company and Anthony Harvey for the loan of CDN$50,000.(19)                                  
|10.48   | Promissory Note dated April 25, 2007 between the
      Company and Anthony Harvey for the loan of $100,000.(19)                                    
|10.49   | Termination Agreement dated September
      25, 2007 between the Company and Mark Reynolds.(20)                                                    
|10.50   | Third Amendment to Loan Agreement dated November
      30, 2007 between the Company and Aton Ventures Fund Ltd.(21)                                
|10.51   | Third Amendment to Loan Agreement
      dated November 30, 2007 between the Company and Asset Protection Fund Ltd.(21)                             
|10.52   | Convertible Promissory Note dated November 30,
      2007 between the Company and Aton Ventures Fund Ltd.(21)                                      
|10.53   | Convertible Promissory Note dated
      November 30, 2007 between the Company and Asset Protection Fund Ltd.(21)                                   
|10.54   | Management Consulting Agreement dated December
      1, 2007 between the Company, ARH Management Ltd. and Anthony Harvey.(21)                      
|10.55   | Management Consulting Agreement
      dated December 1, 2007 between the Company, Ainsworth-Jenkins Holdings Inc.
      and Benjamin Ainsworth.(21)
|10.56   | 2007 Stock Incentive Plan.(21)                                                                                                                     
|10.57   | Form of Non-Qualified Stock Option
      Agreement between the Company and Directors and Officers.(21)                                             
|10.58   | Loan Agreement dated April 1, 2008 between the
      Company and Anthony Harvey.(22)                                                               
|10.59   | Promissory Note dated April 1,
      2008 between the Company and Anthony Harvey.(22)                                                              
|10.60   | Loan Agreement dated
      May 8, 2008 between the Company and Anthony Harvey.                                                                     
|10.61   | Promissory
      Note dated May 8, 2008 between the Company and Anthony Harvey.                                                                    
|10.62   | First Amendment to Loan
      Agreement dated May 9, 2008 between the Company and Aton Select Fund Limited.                                        
|10.63   | Convertible
      Promissory Note dated May 9, 2008 between the Company and Aton Select Fund
      Limited.                                        
|10.64   | First Amendment to Loan
      Agreement dated May 9, 2008 between the Company and Anthony Harvey for the
      loan of $100,000.                   

16

---

|Exhibit |                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                            
|10.65   | Convertible
      Promissory Note dated May 9, 2008 between the Company and Anthony Harvey
      for the loan of $100,000.                                        
|10.66   | First Amendment to Loan
      Agreement dated May 9, 2008 between the Company and Anthony Harvey for the
      loan of CDN$50,000.                                
|10.67   | Convertible
      Promissory Note dated May 9, 2008 between the Company and Anthony Harvey
      for the loan of CDN$50,000.                                      
|14.1    | Code of Ethics.(2)                                                                                                                                                
|31.1    | Certification
      of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                               
|31.2    | Certification of Principal
      Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|32.1    | Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2    | Certification of Principal
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.1    | Audit Committee Charter.(2)                                                                                                                                       
|99.2    | Disclosure Committee Charter.(2)                                                                                                                                  

|(1)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on April 26, 2000.
|---- | ---------------------------------------------------------------------------------------------------------------------
|(2)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on August 26, 2003.                 
|(3)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 8, 2004.                     
|(4)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form S-8 filed on June 17, 2004.             
|(5)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 20, 2004.                   
|(6)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 8, 2004.                 
|(7)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 22, 2005.            
|(8)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 23, 2005.                 
|(9)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 7, 2006.                  
|(10) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 16, 2006.            
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 10, 2006.                    
|(12) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 22, 2006.                 
|(13) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 15, 2006.                
|(14) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 7, 2006.                 
|(15) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 13, 2006.                
|(16) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on November 20, 2006.            
|(17) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 13, 2006.                 
|(18) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 26, 2007.                    
|(19) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 21, 2007.                 
|(20) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on September 28, 2007.              
|(21) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 6, 2007.                  
|(22) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 7, 2008.                     

17

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SIGNATURES

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

|       |              |  |     | CANYON COPPER CORP.                                                 
|------ | ------------ |  | --- | --------------------------------------------------------------------
|       |              |  |     |                                                                     
|       |              |  |     |                                                                     
|Dated: | May 15, 2008 |  | By: | /s/
      Anthony R. Harvey                                         
|       |              |  |     |                                                                     
|       |              |  |     | ANTHONY R. HARVEY                                                   
|       |              |  |     | Chairman and Chief Executive Officer                                
|       |              |  |     | (Principal Executive Officer)                                       
|       |              |  |     |                                                                     
|       |              |  |     |                                                                     
|       |              |  |     |                                                                     
|       |              |  |     |                                                                     
|Dated: | May 15, 2008 |  | By: | /s/
      Kurt Bordian                                              
|       |              |  |     |                                                                     
|       |              |  |     | KURT BORDIAN                                                        
|       |              |  |     | Chief Financial Officer                                             
|       |              |  |     | (Principal Accounting Officer and Principal
      Financial Officer)
|      

---