**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**


(Markone)x
              **Annual
                  report under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934**For
                  the Fiscal Year October 31, 2007, oro
              **Transition
                  report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934**





Commission
      File Number 000-52495





PACIFIC
      COPPER CORP.


(Exact
      name of registrant as specified in its charter)




**Delaware**
              **98-0504006**(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)





**Head
      Office: 3430 E. Sunrise Dr., Ste 160, Tucson, AZ 85718**


(Address
      of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: (520) 989-0021; FAX (520)
      623-3326





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or 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 o





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)





YES
o    NO x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:


Class
              
              Outstanding
                  As of October 31, 2007Common
                  Shares $ .0001 par value
              
              29,145,932





Transitional
      Small Business Disclosure Format


YES
o    NO x




Indicate
      by check mark whether the issuer (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 issuer was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.  Yes x  No o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B is not contained herein, and will not be contained, to the
      best of issuer’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB.  o




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o




Indicate
      by check mark whether registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act) o




The
      issuer had no revenue in the year ended October 31, 2007.




The
      aggregate market value of the Common Stock held by non-affiliates of the issuer,
      as of October 31, 2007 was approximately $10,720.384.50 based upon a share
      valuation of $0.50 per share. This share valuation is based upon the 10-day
      trailing average price of the Company’s shares as of October 31, 2007. For
      purposes of this disclosure, shares of Common Stock held by persons who the
      issuer believes beneficially own more than 5% of the outstanding shares of
      Common Stock and shares held by officers and directors of the issuer have been
      excluded because such persons may be deemed to be affiliates of the
      issuer.




As
      of
      October 31, 2007, 29,145,932 shares of the issuer’s Common Stock were
      outstanding.




Transitional
      Small Business Disclosure Yes o No
x









**TABLE
      OF CONTENTS**




Page**Part
                I**Item
                1.
            
            Description
                of Business and Risk Factors
            
            1Item
                2.
            
            Description
                of Property
            
            3Item
                3.
            
            Legal
                Proceedings
            
            14Item
                4.
            
            Submission
                of Matters to a Vote of Securities Holders
            
            14**Part
                II**Item
                5.
            
            Market
                For Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchase of Equity Securities
            
            15Item
                6.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            18Item
                7.
            
            Financial
                Statements
            
            24Item
                8.
            
            Change
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure
            
            25Item
                8A.
            
            Controls
                and Procedures
            
            25Item
                8B.
            
            Other
                Information
            
            25**Part
                III**Item
                9.
            
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act
            
            26Item
                10.
            
            Executive
                Compensation
            
            29Item
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            31Item
                12.
            
            Certain
                Relationships and Related Transactions
            
            32Item
                13.
            
            Exhibits
            
            34Item
                14.
            
            Principal
                Accountant Fees and Services
            
            35




iii




**PART
      I**





*This
      Annual Report on Form 10-KSB contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and
      Section 21E of the Securities Exchange Act of 1934, as amended, which
      include, without limitation, statements about our explorations, development,
      efforts to raise capital, expected financial performance and other aspects
      of
      our business identified in this Annual Report, as well as other reports that
      we
      file from time to time with the Securities and Exchange Commission.  Any
      statements about our business, financial results, financial condition,
      mineralization estimates, drilling results and operations contained in this
      Annual Report that are not statements of historical fact may be deemed to be
      forward-looking statements.  Without limiting the foregoing, the words
“believes,” “anticipates,” “expects,” “intends,” “projects,” or similar
      expressions are intended to identify forward-looking statements.  Our
      actual results could differ materially from those expressed or implied by these
      forward-looking statements as a result of various factors, including the risk
      factors described in Part I., Item 1, “Description of Business,” and
      elsewhere in this report.  We undertake no obligation to update publicly
      any forward-looking statements for any reason, except as required by law, even
      as new information becomes available or other events occur in the
      future.*




***Item
      1.   Description of Business.***




Our
      name
      is **** Pacific
      Copper Corp. and we sometimes refer to ourselves in this Annual Report as
“Pacific Copper”, the “Company” or as “we,” “our,” or “us.” We are an
      exploration stage mining company. Our objective is to explore and, if warranted,
      develop our 198 mineral claims located in Okanogan County, Washington, and
      certain mineral claims located in Chile and Peru, as more fully described
      herein. Our head office is at 3430 E. Sunrise Dr., Ste 160, Tucson, Arizona
      85718. Our telephone number is (520) 989-0021. Our fax number is (520)
      623-3326.




***RISK
      FACTORS***





1.
            THE
                COMPANY HAS NO SOURCE OF OPERATING REVENUE AND EXPECTS TO INCUR
                SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF
                IT IS
                ABLE TO ESTABLISH AN OPERATING COMPANY AT
                ALL.





Currently,
      the Company has no source of revenue, and no commitments to obtain additional
      financing. The Company will require significant additional working capital to
      carry out its exploration programs. The Company has no operating history upon
      which an evaluation of its future success or failure can be made. The ability
      to
      achieve and maintain profitability and positive cash flow is dependent
      upon:


·  further
        exploration of our properties and the results of that
        exploration;


· raising
        the capital necessary to conduct this exploration; and


· raising
        capital to develop our properties.





Because
      the Company has no operating revenue, it expects to incur operating losses
      in
      future periods as it continues to spend funds to explore its properties. Failure
      to raise the necessary capital to continue exploration could cause the Company
      to go out of business.




1




2.
            THE
                COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND DIRECTORS. BECAUSE
                OF
                THEIR INVOLVEMENT IN OTHER SIMILAR BUSINESSES WHICH MAY BE COMPETITORS,
                THEY MAY HAVE A CONFLICT OF
                INTEREST.





None
      of
      the Company’s officers or directors works for the Company on a full-time basis.
      The Company’s President and Chief Executive Officer, Andrew Brodkey, is also
      involved in the management of other exploration stage mining companies and,
      by the terms of his employment agreement with the Company, is permitted to
      participate in other mining related businesses. Some of our directors are
      officers or directors of other companies in similar exploration businesses.
      Such
      business activities may be considered a conflict of interest because these
      individuals must continually make decisions on how much of their time they
      will
      allocate to the Company as against their other business projects, which may
      be
      competitive. Also, the Company has no key man life insurance policy on any
      of
      its senior management or directors. The loss of one or more of these officers
      or
      directors could adversely affect the ability of the Company to carry on
      business.





3.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





The
      Company could face delays in obtaining permits to explore on the properties
      covered by our claims. Such delays could jeopardize financing, if any is
      available, which could result in having to delay or abandon work on some or
      all
      of the properties.





4.
            THERE
                ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
                ABILITY TO SELL YOUR SHARES.





Our
      common stock is considered a "penny stock" and the sale of our stock by you
      will
      be subject to the "penny stock rules" of the Securities and Exchange Commission.
      The penny stock rules require broker-dealers to take steps before making any
      penny stock trades in customer accounts. As a result, the market for our shares
      could be illiquid and there could be delays in the trading of our stock which
      would negatively affect your ability to sell your shares and could negatively
      affect the trading price of your shares.





5.
            RISKS
                ASSOCIATED WITH PROPERTIES IN SOUTH
                AMERICA





The
      Company is currently pursuing investments and exploration projects in Chile
      and
      Peru. These investments and projects, as well as any other investments or
      projects made or undertaken in the future in other developing nations, are
      subject to the risks normally associated with conducting business in such
      countries, including labor disputes and uncertain political and economic
      environments, as well as risks of disturbances or other risks which may limit
      or
      disrupt the projects, restrict the movement of funds or result in the
      deprivation of contract rights or the taking of property by nationalization
      or
      expropriation without fair compensation laws or policies, foreign taxation,
      limitations on ownership and on repatriation of earnings, and foreign exchange
      controls and currency fluctuations. Foreign investments may also be adversely
      affected by changes in United States laws and regulations relating to foreign
      trade, investment and taxation. If the Company’s operations in a particular
      foreign country were halted, delayed or interfered with, the Company’s business
      could be adversely affected.





2




***Item
      2. Description of Property*** ******





**Property
      Location and Description**





Our
      mineral claims are located in Okanogan County, Washington State (which we refer
      to herein collectively as the “Mazama Claims”). Subsequent to the period covered
      by this report, we acquired Pacific Copper Chile Limitada, a Chilean limited
      liability partnership, holding claims in the Carrizal, Cerro Blanco and Carrera
      Pinto mining districts of Chile (the “Chile Claims”). We have also acquired
      Pacific Copper Peru SRL, a Peruvian limited liability partnership that is
      completing the acquisition of claims in the Medalla Milagrosa district of Peru
      (the “Peru Claims”). There is no assurance that commercially viable mineralized
      material exist on any of our mineral claims and further exploration will be
      required before a final evaluation as to economic feasibility is determined.
      Currently, the Mazama Claims are our only material asset. We do not consider
      the
      Chile Claims or the Peru Claims material at this time.





**PROPERTIES**





Please
      note that t he
      Glossary at the end of this Section contains definitions for certain geological
      and other specialized terms used in this section. Where appropriate, these
      definitions have been incorporated in the text of this section.





**MAZAMA
      CLAIMS**





**Property
      Location and Description**





We
      refer
      to our claims described in this section, collectively as the “Mazama Claims.”
The Mazama Claims are located in the County of Okanogan, Washington State in
      the
      Methow Valley of north-central Washington, 110 miles northeast of Seattle and
      13
      miles northwest of Winthrop. The surface area of the Mazama Claims is about
      1,200 feet above the Methow Valley floor. Access is by well maintained paved
      and
      gravel roads from Highway 20.





Beginning
      in 1963, seven companies successively explored the area containing the Mazama
      Claims for copper, molybdenum, and gold mineralization. Mineralization occurs
      in
      and around the Fawn Peak complex of the Mazama Claims area. The highest copper
      grades occur in a well fractured block of intrusive and adjacent volcanic rock.
      Two peripheral mineral veins abutting the copper deposit were explored or mined
      in the early nineteen hundreds. Our information about this early exploration
      is
      from publicly available records.





The
      Mazama Claims, which are US federal unpatented mining claims located under
      the
      General Mining Law of 1872, are listed below:





**Claim
                Name**
            ****
            **Claim
                Number**
            ****
            **BLM
                Number****FAWN
                1 - 36**
            ****
            **3095085
                - 3095120**
            ****
            **ORMC
                160162 -160197****CU
                1 - 42**
            ****
            **3095121
                - 3095162**
            ****
            **ORMC
                160120 - 160161**




3




In
      addition, we recently staked an additional one hundred and twenty unpatented
      mining claims that are contiguous to the above claims. The staked Claims are
      listed below:





**Claim
                Name**
            ****
            **Claim
                Number**
            ****
            **BLM
                Number****PACIFIC
                1 - 36**
            ****
            **3111416
                - 3111459**
            ****
            **ORMC
                161079 - 161114****PACIFIC
                37 - 120**
            ****
            **3125001
                - 3125084**
            ****
            **ORMC
                162304 - 162387**




We
      have a
      total of 198 claims at this site.





**Property
      Acquisition Agreement**





The
      Company entered into an Asset Purchase Agreement with Multi Metals Mining Corp.
      (“Multi-Metals”) and certain individuals (the “Asset Purchase Agreement”) as of
      September 15, 2006 for the purchase of a 100% interest in the Mazama Claims
      then
      held by Multi Metals. The rights in the Mazama Claims were conveyed by Multi
      Metals, as record holder of the Claims in trust for the benefit of individuals
      who also were parties to the Asset Purchase Agreement. The total purchase price
      for the Claims was $500,000, payable by the issuance and delivery of 5,000,000
      common shares of the Company. Pursuant to the Asset Purchase Agreement, the
      Company received standard representations and warranties that the Claims were
      free and clear of all liens and encumbrances and were in good standing as
      registered with the United States Department of the Interior – Bureau
      of Land
      Management.





Pursuant
      to an agreement dated September 10, 2006, Larry Sostad of British Columbia
      was
      engaged to manage the preliminary exploration on the Mazama Property on behalf
      of the Company. Mr. Sostad and his son, Andrew Sostad, are both shareholders
      of
      the Company.





The
      Company entered into a Drilling Agreement on October 5, 2006 with Kendrick
      Drilling Services (“Kendrick”), a company based in British Columbia, Canada, to
      diamond drill no less than 1,500 feet on the Mazama Claims with targets to
      be
      selected by the Company. The drilling program was suspended after the first
      hole
      was drilled due to weather conditions. Kendrick was paid a total of $9,040.00
      for the work completed prior to suspension. Kendrick is required to keep all
      drilling results confidential. Neither Kendrick nor any of its principals are
      related to the Company.





On
      June
      4, 2007 the Company entered into a Drilling Agreement with 473203 B.C. LTD.,
      doing business as Nicola Diamond Drilling, to carry out a 5,000 foot drill
      program, also to be managed by Mr. Sostad. Drilling commenced on June 25, 2007
      and was completed on October 10, 2007 with 3,928 feet of drilling completed.
      Eight holes were collared and three of these holes were abandoned due to heavy
      overburden. The holes were drilled to the following depths, hole # 1 – 455 feet,
      #2 –
738 feet, #3 – 958 feet, #4 – 881 feet, #5 – 100 feet abandoned, #6 – 114 feet
      abandoned, #7 – 86 feet abandoned and #8 – 587 feet. The objective of this
      program was to verify the previously reported copper mineralization . This
      may
      require more diamond drilling. In addition the Company carried out geophysics,
      surface exploration, geochemical sampling and metallurgical testing. The Company
      also staked an additional 84 claims in September to in fill the gap between
      the
      two claim groups held by the Company. The Company expects to receive a report
      containing the drilling results in the spring of 2008.




4




**Regulations
      Governing Mining in Washington State**





All
      exploration and mining in the State of Washington is carried out under laws
      and
      regulations established by the Federal Bureau of Land Management (“BLM”) and the
      Department of Forestry and in some circumstances, the local county or
      municipality where the claims are located. The BLM administers public lands
      according to applicable law which includes the Federal Land Policy and
      Management Act of 1976 (the “FLPMA”). BLM policies, procedures and management
      actions must be consistent with the FLPMA. Applicable regulations cover, among
      other things, exploration work where the surface is disturbed, all types of
      underground mining, air and water quality, use of ground water from wells,
      rivers, ponds and lakes, waste management, protection of the environment
      wildlife and historical sites, road building and discharge and disposal of
      all
      materials from mining operations.





**Government
      Requirements for Maintenance of Claims in Washington State**





A
      claim
      holder is required to pay an annual fee of $125.00 per claim to the BLM on
      or
      before the 31 st of
      August each year to maintain the claim.





**Government
      Permitting**





The
      BLM
      and Department of Forestry issue permits required for exploration and mining
      in
      the State of Washington.





**PAFICIC
      COPPER IN SOUTH AMERICA**





**SOCIEDAD
      PACIFIC COPPER CHILE LIMITADA**




On
      January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
      a limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”) pursuant to a share exchange agreement entered into as of April 11, 2007,
      as amended (the “Chile Agreement”) between the Company and the former partners
      of Pacific LTDA. In order to facilitate the formation of Pacific LTDA, upon
      execution of the Chile Agreement, the Company paid $25,000 to cover expenses
      relating to formation of Pacific LTDA and the consummation of the Chile
      Agreement. On August 9, 2007, Harold Gardner was appointed to the Company’s
      Board of Directors, in contemplation of the closing of the Chile Agreement.
      On
      November 26, 2007, the Board of Directors of the Company approved the
      appointment for Mr. Gardner, Eduardo Esteffan, Andrew Brodkey, George Orr and
      Elden Schorn to serve as directors of Pacific LTDA.





Pursuant
      to the Chile Agreement the Company issued an aggregate of 6,088,452 of its
      common shares to the former partners of Pacific LTDA as consideration for the
      acquisition (the “Consideration Shares”). Mr. Gardner, a director of the
      Company, was among the former partners of Pacific LTDA and received
      2,425,000 Consideration Shares.





Immediately
      following the closing of the Chile Agreement, Pacific LTDA became a 99%-owned
      subsidiary of the Company. Mr. Esteffan retained a 1% partnership interest
      in
      Pacific LTDA (the “Retained Interest”) in order to comply with Chilean law
      requiring that a limited liability partnership have at least two members. The
      number of Consideration Shares Mr. Esteffan was originally scheduled to receive
      under the Chile Agreement (2,425,000 Shares) was reduced by 61,548 shares in
      order to avoid compensating him for the Retained Interest. The Retained Interest
      is subject to an option agreement between the Company and Mr. Esteffan that
      entitles the Company to purchase the Retained Interest in exchange for the
      issuance of 61,548 common shares of the Company at any time in the future.





5




Pacific
      LTDA holds title to certain mineral claims located in the Carrizal, Cerro Blanco
      and Carrera Pinto mining districts in Chile (the “Chile Claims”). As of the date
      of this Report, the Company does not consider the Chile Claims to be material
      assets. That assessment may change after further exploration of the Chile
      Claims.





The
      Consideration Shares were issued in escrow subject to a Closing and Escrow
      Agreement dated January 8, 2008 among the Company, Pacific LTDA and the former
      partners of Pacific LTDA (the “Closing Agreement”). Pursuant to the terms of the
      Closing Agreement, the former partners of Pacific LTDA must satisfy the
      following post closing items:




(a)
      Pacific LTDA must deliver within ninety (90) days of the closing date (January
      8, 2008) the following documents in addition to the documentation for the mining
      claims delivered at closing:




(i)
            A
                complete authorized copy of the judicial constitution files of the
                Chile
                Claims.




(ii)
            A
                certificate granted by the Secretary of the authorized Court of Justice
                Room certifying that the referred Chile Claims are not subject to
                outstanding litigation.




(iii)
            An
                authorized copy of the registration of the judicial awards of the
                Chile
                Claims in the Registry of Discovery of the authorized Registry of
                Mines.




(iv)
            Original
                copies of the Official Mining Gazette in which the rights of Pacific
                LTDA
                are published.




(v)
            Official
                copies of the Mining Service Reports on the Chile
                Claims.




(vi)
            Certificates
                of payments of Good Standing Fees to the National Treasury Office
                and
                formal documentation evidencing the payment of Mining Levies of each
                individual Chile Claim to the Chilean National Treasury
                Office.




(b)
      Pacific LTDA must obtain and provide proper documentation showing that it has
      acquired the necessary permits to access the Chile Claims and that all necessary
      mining and environmental permits have been obtained, including the permits
      and
      authorizations needed to perform an environmental impact assessment and, if
      warranted, mining activities.




(c)
      The
      execution, publication and registration in law of the public deed to be entered
      between Pacific Copper and Pacific LTDA modifying Pacific LTDA’s Bylaws and
      Articles of Incorporation to reflect the retention of the 1% partnership
      interest held by Mr. Eduardo Esteffan Marco must be completed.




(d)
      Pacific LTDA must provide financial records, including receipts for
      incorporation costs and all other expenditures incurred since the date of
      inception of Pacific LTDA.




The
      Company may waive the requirement to complete any of the foregoing post closing
      items in its sole discretion. In the event that Pacific LTDA fails to satisfy
      the terms of the Closing Agreement by December 31, 2008, it may be considered
      in
      breach and the Company may require the return of some or all of the
      Consideration Shares to the Company.





The
      Consideration Shares were exempt from registration under the Securities Act
      of
      1933, as amended, and were restricted upon issuance.




6


**CARRIZAL,
      CERRO BLANCO, AND CARRERA PINTO**


**PORPHYRY
      COPPER SYSTEMS IN CHILE**





**History**





The
      Carrizal District, the Cerro Blanco District and the Carrera Pinto District
      (collectively the “Districts”) were known in Europe and the United States during
      the 1800’s. Chile led all countries in world copper production from 1850 –
1880, supplying as much as 40% of world demand. Almost half of all Chilean
      production during this period came from the Districts. The combined mining
      operations at Carrizal and Cerro Blanco provided from 10% to 15% of the world’s
      copper during the period from 1850-1880. These historical results are not
      indicative of future exploration results.





The
      Copiapo Mining Company, a British Company, operated in the Districts from 1836
      until 1911. Total copper exported from the Districts during that period was
      estimated to be 750,000 tons. Gold production at Carrizal alone has been
      estimated to be as high as 1.7 million ounces. Based upon available records,
      half of the veins at Cerro Blanco carried substantial silver, which when hand
      cobbed, averaged 30 ounces per ton of ore. These historical results are not
      indicative of future exploration results.





Each
      of
      the Districts had dozens of high grade copper veins with precious metal
      by-products. After World War I, with deepening vein systems, production
      eventually dwindled and was replaced at mines such as El Teniente and
      Chuquicamata, with low grade porphyry systems, the technology for that made
      these sites economical to mine.





To
      the
      knowledge of the Company, no serious exploration effort has been made during
      the
      last 100 years in the Districts to locate any of the mineralizing porphyry
      systems. Currently, there is a renewed interest in the Carrera Pinto area,
      with
      several major mining companies having obtained land positions and planning
      drilling operations.





**CARRERA
      PINTO DISTRICT**





The
      Carrera Pinto District is located 60 kilometers northeast of Copiapo and is
      reached on paved roads using the highway to Inca del Oro. Travel time is less
      than an hour. Pacific Copper has three porphyry targets in a group of properties
      totaling approximately 2,750 hectares of constituted exploration claims, with
      additional filings pending with respect to 1,100 additional hectares. The
      properties are located in the plain and along the fringes of a collapsed caldera
      system of approximately 20 kilometers in diameter. The hills forming the caldera
      walls are crossed with numerous veins and mantos containing copper with some
      silver.





**Turkesa
      properties**





The
      Turkesa properties cover over 700 hectares, with an additional 500 contiguous
      hectares covered by a filing, covering a porphyry target and crossing mantos.
      Land to the north is controlled by Teck Cominco Limited and the Dulcinea mine,
      with workings more than 6,000 feet deep. Additional land should be claimed
      to
      the east as it becomes available. The crossing manto system feeds the Dulcinea
      complex, and a series of former mines to the north. A porphyry system is
      believed to be covered in large part by the Turkesa claims.





7




**Cobrizo
      Properties**





The
      Cobrizo properties cover 2,000 hectares of registered exploration property
      with
      additional amounts filed totaling an additional 600 hectares. Portions of this
      property were also drilled by CORFO Ltd., which identified a porphyritic system.
      Pacific Copper believes that it has covered a substantial portion of this
      system, as well as a small portion of an adjacent system which it shares with
      Phelps Dodge Mining Co., BHP Billiton, and Minera Carola.





A
      total
      of three porphyry systems, and a few crossing manto systems, comprise the
      targets at Carerra Pinto.





CODELCO,
      the Chilean state copper company, is also very active in the area, drilling
      a
      large plain 30 kilometers north of Carrera Pinto.





**CERRO
      BLANCO DISTRICT**





The
      porphyry system at Cerro Blanco is believed to be approximately eight square
      kilometers in area, of which Pacific Copper would control roughly 70% upon
      closing of the Chile Agreement. This system mineralizes both the high grade
      lode
      veins of the historic district to the south, as well as the Corral
      chalcosite-silver veins to the north. Chalcosite is a copper mineral containing
      two atoms of copper for each atom of sulfide. The property consists of 940
      hectares of registered exploration property, with an additional 200 hectares
      filed for registration.





Cerro
      Blanco is located approximately 90 kilometers south of Copiapo and is accessed
      using a paved road for half of the distance and an improved gravel road for
      the
      balance. Mean elevation of the porphyritic system is approximately 1,900 meters
      and weather conditions are appropriate for year round operations.





**CARRIZAL
      DISTRICT**





The
      porphyry system in the Carrizal District is approximately eight kilometers
      wide
      with two enriched copper ore zones, one on either side of a subsides area
      crossed by vein lodes which formed the bulk of past copper and gold production.
      The eastern zone is the largest porphyry target, about twelve square kilometers,
      almost all of which is covered by Pacific Copper’s 1,100 hectares of registered
      mining property. Pacific Copper will have 160 hectares of titled exploration
      property on the smaller western target, with additional acreage filed, upon
      closing of the Chile Agreement.





Carrizal
      is accessed using the Pan American highway south of Copaipo for about an hour,
      then west on improved secondary roads for an additional 30 minutes. The mean
      elevation is 700 meters, and weather is temperate for year round
      operations.




8





The
      following tables show the mineral claims held by Pacific Copper
      LTDA.





******CARRERA
                PINTO TURKEZA PROJECT**




**Initial hect.****Property
                Name**
            
            **Location**
            
            **Property
                Type**
            
            **UTM**
              **North**
            
            **UTM
                East**
            
            **Registration**
            
            **Title**
            
            **No**
            
            **Mine Office**
            
            **Filed**
            
            **Net Hectares to**
              **P.C.****TURKEZA
                DOS**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **6.998.500,00**
            
            
            **401.500,00**
            
            
            **12/11/2006**
            
            
            **7231**
            
            
            **5560**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **300****TURKEZA
                TRES**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **6.997.500,00**
            
            
            **401.500,00**
            
            
            **12/11/2006**
            
            
            **7232
                v**
            
            
            **5561**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **230****TURKEZA
                CUATRO**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **6.998.500,00**
            
            
            **403.500,00**
            
            
            **12/11/2006**
            
            
            **7233
                v**
            
            
            **5562**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **220****750**




******CARRERA
                PINTO COBRIZO PROJECT**




**Initial hect.****Property
                Name**
            
            
            **Location**
            
            
            **Property
                Type**
            
            
            **UTM**
              **North**
            
            
            **UTM
                East**
            
            
            **Registration**
            
            
            **Title**
            
            
            **No**
            
            
            **Mine Office**
            
            
            **Filed**
            
            
            **Net Hectares to
                P.C.****COBRIZO
                VEINTIUNO**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **6.999.500,00**
            
            
            **408.000,00**
            
            
            **12/21/2006**
            
            
            **7493**
            
            
            **5743**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **260****COBRIZO
                VEINTIDOS**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **6.999.500,00**
            
            
            **409.500,00**
            
            
            **12/21/2006**
            
            
            **7494**
            
            
            **5744**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **240****COBRIZO
                VEINTITRES**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **7.001.500,00**
            
            
            **409.000,00**
            
            
            **12/21/2006**
            
            
            **7495**
            
            
            **5745**
            
            
            **Copiapo**
            
            
            **200**
            
            
            **200****COBRIZO
                UNO**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **7.001.500,00**
            
            
            **410.500,00**
            
            
            **7/21/2005**
            
            
            **3245**
            
            
            **2511**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **300****COBRIZO
                DOS**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **7.002.500,00**
            
            
            **412.000,00**
            
            
            **7/21/2005**
            
            
            **3246VTA**
            
            
            **2512**
            
            
            **Copiapo**
            
            
            **200**
            
            
            **200****COBRIZO
                TRES**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **7.002.500,00**
            
            
            **409.500,00**
            
            
            **7/21/2005**
            
            
            **3248**
            
            
            **2513**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **300****COBRIZO
                CUATRO**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            **7.003.500,00**
            
            
            **409.500,00**
            
            
            **7/21/2005**
            
            
            **3249VTA**
            
            
            **2514**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **200****COBRIZO
                CINCO**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **300**
            
            
            **300****COBRIZO
                SEIT**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **300**
            
            
            **0****COBRIZO
                SIETE**
            
            
            **Carrera
                Pinto**
            
            
            **Exploration**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **300**
            
            
            **0****2,000**




9




******CERRO
                BLANCO PROJECT****Initial hect.****Property
                Name**
            
            **Location**
            
            **Property
                Type**
            
            **UTM**
              **North**
            
            **UTM
                East**
            
            **Registration**
            
            **Title**
            
            **No**
            
            **Mine Office**
            
            **Filed**
            
            **Net Hectares to
                P.C.****DON
                AUGUSTO**
            
            
            **Cerro
                Blanco**
            
            
            **Exploration**
            
            
            **6.903.500,00**
            
            
            **385.000,00**
            
            
            **1/5/2207**
            
            
            **115**
            
            
            **93**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **300****DON
                AUGUSTO UNO**
            
            
            **Cerro
                Blanco**
            
            
            **Exploration**
            
            
            **6.902.500,00**
            
            
            **385.000,00**
            
            
            **1/5/2207**
            
            
            **116**
            
            
            **94**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **300****DON
                AUGUSTO DOS**
            
            
            **Cerro
                Blanco**
            
            
            **Exploration**
            
            
            **6.903.000,00**
            
            
            **383.000,00**
            
            
            **1/5/2207**
            
            
            **117**
            
            
            **95**
            
            
            **Copiapo**
            
            
            **200**
            
            
            **200****DON
                AUGUSTO TRES**
            
            
            **Cerro
                Blanco**
            
            
            **Exploration**
            
            
            **6.900.500,00**
            
            
            **386.250,00**
            
            
            **1/5/2207**
            
            
            **118**
            
            
            **96**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **60****DON
                AUGUSTO CUATRO**
            
            
            **Cerro
                Blanco**
            
            
            **Exploration**
            
            
            **6.900.500,00**
            
            
            **385.250,00**
            
            
            **1/5/2207**
            
            
            **119**
            
            
            **97**
            
            
            **Copiapo**
            
            
            **300**
            
            
            **80****940**




**CARRIZAL
                ALTO PROJECT****Initial hect.****Property
                Name**
            
            
            **Location**
            
            
            **Property
                Type**
            
            
            **UTM**
              **North**
            
            
            **UTM
                East**
            
            
            **Registration**
            
            
            **Title**
            
            
            **No**
            
            
            **Mine Office**
            
            
            **Filed**
            
            
            **Net Hectares to
                P.C.****CARRIZON
                UNO**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.892.000,00**
            
            
            **316.000,00**
            
            
            **1/24/2007**
            
            
            **163**
            
            
            **70**
            
            
            **Freirina**
            
            
            **200**
            
            
            **100****CARRIZON
                DOS**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.894.000,00**
            
            
            **315.500,00**
            
            
            **1/24/2007**
            
            
            **165**
            
            
            **71**
            
            
            **Freirina**
            
            
            **300**
            
            
            **250****CARRIZON
                TRES**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.894.000,00**
            
            
            **316.500,00**
            
            
            **1/24/2007**
            
            
            **167**
            
            
            **72**
            
            
            **Freirina**
            
            
            **300**
            
            
            **300****CARRIZON
                CUATRO**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.897.000,00**
            
            
            **315.700,00**
            
            
            **1/24/2007**
            
            
            **169**
            
            
            **73**
            
            
            **Freirina**
            
            
            **300**
            
            
            **300****CARRIZON
                CINCO**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.897.000,00**
            
            
            **316.700,00**
            
            
            **1/24/2007**
            
            
            **171**
            
            
            **74**
            
            
            **Freirina**
            
            
            **300**
            
            
            **200****1150**




******CARRIZAL
                ALTO PROJECT****Initial hect.****Property
                Name**
            
            **Location**
            
            **Property
                Type**
            
            **UTM**
              **North**
            
            **UTM
                East**
            
            **Registration**
            
            **Title**
            
            **No**
            
            **Mine Office**
            
            **Filed**
            
            **Net Hectares to
                P.C.****CARRIZO
                UNO**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.892.500,00**
            
            
            **310.000,00**
            
            
            **2/13/2007**
            
            
            **296**
            
            
            **131**
            
            
            **Freirina**
            
            
            **300**
            
            
            **40****CARRIZO
                DOS**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.892.500,00**
            
            
            **311.000,00**
            
            
            **2/13/2007**
            
            
            **298**
            
            
            **132**
            
            
            **Freirina**
            
            
            **300**
            
            
            **40****CARRIZO
                TRES**
            
            
            **Carrizal
                Alto**
            
            
            **Exploration**
            
            
            **6.894.500,00**
            
            
            **310.500,00**
            
            
            **2/13/2007**
            
            
            **300**
            
            
            **133**
            
            
            **Freirina**
            
            
            **200**
            
            
            **80****160****5,000**




10




**PACIFIC
      COPPER PERU SRL**




On
      December 17, 2007, the
      Company completed the acquisition of Pacific Copper Peru SRL, a limited
      liability partnership organized under the laws of Peru (“Peru SRL”)
      pursuant to a Share Exchange Agreement among the Company, Peru SRL and the
      former partners of Peru SRL dated as of April 11, 2007, as amended (the “Peru
      Agreement”). On August 9, 2007, David Hackman, a former partner of Peru SRL, was
      appointed to the Company’s Board of Directors in anticipation of the closing of
      the Peru Agreement. On December 12, 2007, the Company’s Directors passed a
      resolution appointing Harold Gardner, a member of the Company’s Board of
      Directors, Manager of Peru SRL.





Pursuant
      to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
      common stock (the “Consideration Shares”) to the former partners of Peru SRL as
      consideration for the acquisition of Peru SRL. Mr. Hackman was among the former
      partners of Peru SRL and received 2,425,000 Consideration Shares. As a result
      of
      the closing, Peru SRL became a subsidiary of the Company. Andrew Brodkey,
      President, CEO and a Director of the Company holds a 1% interest in Peru
      SRL for the benefit of the Company. Mr. Brodkey holds this 1% interest in order
      to comply with the requirement under Peruvian law that limited partnerships
      in
      Peru have at least two partners.





As
      of the
      date of this report, Peru SRL has no material assets. The Consideration Shares
      were issued in escrow subject to a Closing and Escrow Agreement dated December
      14, 2007 among the Company, Peru SRL and the former partners of Peru SRL (the
      “Closing Agreement”). Pursuant to the terms of the Closing Agreement, the former
      partners of Peru SRL must satisfy certain post-closing items, including the
      following items





(a)
            Peru
                SRL must obtain, and have registered in its name, rights to the Peru
                Claims as contemplated in the Peru Agreement, free of all liens and
                encumbrances.




(b)
            Peru
                SRL must provide legal evidence demonstrating that the Peru Claims
                have
                been transferred to Peru SRL, that they are in good standing and
                that the
                Good Standing Fees (payable in Peru) are fully paid and up to date,
                including any penalties thereon.




(c)
            Peru
                SRL must demonstrate that it has the necessary permits to access
                the Peru
                Claims and that the necessary environmental permits have been
                obtained.




(d)
            Peru
                SRL must provide a legal opinion that: (i) Peru SRL owns the Peru
                Claims,
                (ii) the Peru Claims are free of encumbrances, mortgages, attachments,
                liens, or disputes of any nature, including judicial and (iii) the
                claims
                are in good standing and all the good standing fees and penalties
                thereon
                are fully paid and there are no amounts
                outstanding.




(e)
            Peru
                SRL must provide financial records, including receipts for incorporation
                costs and all other expenditures incurred since the date of inception
                of
                Peru SRL.




(f)
            The
                certificates evidencing the Peru SRL partnership interests acquired
                by the
                Company have been duly transferred and registered in Peru SRL’s records,
                such certificates legally representing the equity interests of Peru
                SRL.




(g)
            A
                legal opinion of counsel to Peru SRL, acceptable to Pacific Copper,
                covering the following points:




(i)
            the
                existence and good standing of Peru SRL as a limited liability partnership
                in Peru,




(ii)
              the
                  authorization of the transactions contemplated by the Peru Agreement,




11




(iii)
              the
                  valid issuance and certification of the Peru SRL partnership interests
                  transferred to Pacific
                  Copper,




(iv)
            the
                binding nature of the Peru Agreement upon Peru SRL and the former
                partners
                of Peru SRL,




(v)
              there
                  are no required consents of governmental agencies or private third
                  parties
                  for Peru SRL to consummate the transactions contemplated in the
                  Peru
                  Agreement, and




(vi)
            no
                violation of Peruvian law as a result of the share exchange contemplated
                by the Peru Agreement.




(h)
            Obtaining
                a power of attorney granted by Mrs. Hackman (wife of David Hackman),
                in
                both languages (English and Spanish) with her signature duly legalized
                by
                the nearest Peruvian Consulate, granting power to third persons,
                for the
                ratification and confirmation of consent to the transfer of the
                partnership interests to Pacific Copper  by David Hackman, as
                required under Chilean law.**




Pacific
      Copper may waive its
      requirement of any one or more of the foregoing post-closing items, in its
      sole
      discretion. In the event that Peru SRL fails to satisfy the terms of the Closing
      Agreement by December 31, 2008, it may be considered in breach and the Company
      may require the return of some or all of the Consideration Shares to the
      Company.




The
      Consideration Shares were exempt from registration under the Securities Act
      of
      1933, as amended, and were restricted upon issuance.





12




**Loans
      to** **Gareste
      Limitada**





On
      the
      dates shown below, the Company entered into loan agreements evidenced by
      promissory notes from Gareste Limitada, a Chilean limited liability company
      (“Gareste LTDA”). We refer to these promissory notes as the “Promissory Notes.”
Gareste LTDA is 50% owned by Harold Gardner and 50% by Eduardo Esteffan. Harold
      Gardner became a Director of the Company on August 9, 2007 and Eduardo Esteffan
      became a director of our Chilean subsidiary on January 8, 2008. The Promissory
      Notes were given for funds advanced by the Company to cover drilling and
      exploration costs on the properties in Chile and Peru prior to the Company’s
      acquisition of the subsidiaries. The Promissory Notes, by their terms, specified
      that principal and interest would be deemed to be repaid by presentment to
      Pacific Copper of evidence of drilling and exploration costs incurred by Gareste
      LTDA. The dates and amounts of the Promissory Notes are listed
      below.




May
                  1, 2007
              
              $
              200,000August
                  2, 2007
              
              
              200,000September
                  12, 2007
              
              
              163,000September
                  28, 2007
              
              
              301,000October
                  1, 2007
              
              
              502,000Total:
              
              $
              1,366,000
  While
      we
      received Promissory Notes totaling $1,366,000, the Company only advanced a
      total
      of $763,000 as of the year ended October 31, 2007. We received accounting
      records relating to exploration expenditures incurred prior to the year
      ended  October 31, 2007 in the amount of $763,000 and have expensed this
      amount on the financial statements. Subsequent to the year end, on November
      20,
      2007 we advanced a further loan of $225,000 against the Promissory Notes
      outstanding.





On
      January 3, 2008, the Company cancelled all the Promissory Notes listed above
      and
      accepted a new Promissory Note in the amount of $225,000 from Gareste LTDA
      to
      cover the November 20, 2007 advance. The new Promissory Note is due on or before
      March 31, 2008. It is intended that the amount due under this new Promissory
      Note will be repaid by Gareste LTDA by its presenting evidence of having
      incurred further expenses on the Company’s behalf in Chile and Peru.




**GLOSSARY
      OF TERMS**




Caldera:
      a large basin shaped volcanic depression, more or less circular.





Chalcosite:
      a sulfide mineral ore of copper.





Cobbed:
      the separation of worthless minerals from desired minerals





Copper:
      a
      metallic chemical element, an isometric mineral





Diamond
      Drilling: diamond drilling differs from other geological drilling in that a
      solid core is extracted from depth, for examination on the surface.





Mantos:
      flat lying bedded deposit





Mineral
      Claims: land title encompassing minerals





Mineralization:
      deposition of minerals in rocks





13




Molybdenum:
      a hard, silvery-white metallic element





Porphyry:
      variety of igneous rock consisting of large-grained crystals, such as feldspar
      or quartz, dispersed in a fine-grained groundmass





Staked:
      acquisition of mineral title is accomplished by placing posts in the ground
      to
      delineate the parameters of the claim and filing the location at the mining
      recorders office.





Sulfide:
      a mineral compound characterized by the linkage of sulfur with a
      metal.




***Item
      3.   Legal Proceedings.***





There
      is
      no material legal proceeding pending or, to the best of our knowledge,
      threatened against the Company or its subsidiaries.





***Item
      4.  Submission of Matters to Vote of Security
      Holders.***





None.





14


**PART
      II**




***Item
      5.   Market for Common Equity and Related Stockholder
      Matters.***




As
      of October
      31 2007, there are 29,145,932 shares of common stock outstanding (a “share” or
“shares”), held by 604 shareholders of record.





**Private
      Placements**





Private
      Placements for the Fiscal Year Ended October 31, 2006





In
      September of 2006 the Company completed the private placement of 2,500,000
      shares at a price of $0.10 per share to a single accredited investor for gross
      proceeds of $250,000.





In
      October of 2006 the Company completed the private placement of 2,210,000 shares
      at a price of $0.10 per share to eleven accredited investors for gross proceeds
      of $221,000.





The
      shares issued during September and October 2006 private placements were exempt
      from registration under the Securities Act of 1933, as amended (the “Securities
      Act”) pursuant to an exemption afforded by Regulation S promulgated under the
      Securities Act (“Regulation S”), except for 500,000 shares issued in the October
      2006 private placement, which were exempt from registration under the Securities
      Act pursuant to an exemption afforded by Regulation D promulgated thereunder.
      All the shares issued during the September and October 2006 private placements
      are subject to a lock-up agreement which provides that 25% could be resold
      on
      the effective date of a registration statement on Form SB-2 filed with the
      SEC
      and made effective on February 16, 2007 (the “effective date”), 25% may be
      resold six months from the effective Date, 25% may be resold twelve months
      from
      the effective date and 25% may be resold eighteen months from the Effective
      date.




Private
      Placements for the Fiscal Year Ended October 31, 2007





In
      May
      2007, the Company received $795,000 in connection with subscriptions for
      1,590,000 “units” at $0.50 per unit. Each unit consists of one common share and
      one half a common share purchase warrant. Each full common share purchase
      warrant is exercisable for one common share at $0.75 per share on or before
      April 30, 2009. The Company paid an agent $43,750 and issued a warrant to
      purchase 87,500 common shares at $0.50 per share on or before April 30, 2009
      as
      finder’s fees. The private placement was exempt from registration under the
      Securities Act pursuant to an exemption afforded by Regulation S promulgated
      thereunder.





On
      April
      30, 2007, the Company received $2,290,000 in connection with subscriptions
      for
      4,580,000 “units” at a price of $0.50 per unit. Each unit entitles the holder
      thereof to one share of the Company’s common stock and one-half of a common
      share purchase warrant. Each full common share purchase warrant is exercisable
      for one common share of Pacific Copper at a price of $0.75 per share on or
      before April 30, 2009. The Company paid agents $72,800 and issued warrants
      to
      purchase 145,600 common shares at $0.50 per share on or before April 30, 2009.
      The private placement was exempt from registration under the Securities Act
      pursuant to an exemption afforded by Regulation S promulgated
      thereunder.





The
      shares issued in April and May 2007 are subject to a lock-up agreement which
      provides that one–third of the shares held by a selling shareholder may be
      resold on the effective date of a registration statement on Form SB-2 filed
      with
      the SEC and made effective on August 16, 2007 (the “effective date”), one-third
      may be re-sold 90 days from the effective date and one-third may be re-sold
      180
      days from the effective date.




15




On
      March
      15, 2007, the Company completed a private placement of 1,000,000 restricted
      shares of the Company’s common stock at a price of $0.10 per share with a single
      non-U.S. investor, for gross proceeds of $100,000. The private placement was
      exempt from registration under the Securities Act pursuant to an exemption
      afforded by Regulation S promulgated thereunder.





As
      of
      March 9, 2007 the Company completed a private placement of 1,000,000 shares
      of
      the Company’s common stock at a price of $0.10 per share with a single non-U.S.
      investor, for gross proceeds of $100,000. These shares are subject to a lock-up
      agreement pursuant to which 250,000 of the shares may be resold on the effective
      date of a registration statement on Form SB-2 filed with the SEC and made
      effective on April 4, 2007 (the “effective date”); 250,000 shares may be re-sold
      following the six-month anniversary of the effective date; 250,000 shares may
      be
      re-sold following the twelve-month anniversary of the effective date; and
      250,000 shares may be re-sold following the eighteen-month anniversary of the
      effective date. The private placement was exempt from registration under the
      Securities Act pursuant to an exemption afforded by Regulation S promulgated
      thereunder.





In
      January, 2007, the Company issued 660,000 common shares to a single accredited
      investor at a price of $0.10 per share through a private placement, for gross
      proceeds of $66,000. Said shares are subject to a lock-up agreement which
      provides that 25% could be resold on the effective date of a registration
      statement on Form SB-2 filed with the SEC and made effective on February 16,
      2007 (the “effective date”), 25% may be resold six months from the effective
      date, 25% may be resold twelve months from the effective date and 25% may be
      resold eighteen months from the effective date. The private placement was exempt
      from registration under the Securities Act pursuant to an exemption afforded
      by
      Regulation S promulgated thereunder.





**Other
      Sales or Issuances of Unregistered Securities**





Year
      Ended October 31, 2006





The
      Company entered into an Asset Purchase Agreement with Multi Metals Mining Corp.
      (“Multi-Metals”) and certain individuals (the “Asset Purchase Agreement”) as of
      September 15, 2006 for the purchase of a 100% interest in the Mazama Claims
      then
      held by Multi Metals. The rights in the Mazama Claims were conveyed by Multi
      Metals, as record holder of the Claims in trust for the benefit of individuals
      who also were parties to the Asset Purchase Agreement. The total purchase price
      for the Claims was $500,000, payable by the issuance and delivery of 5,000,000
      common shares of the Company. Pursuant to the Asset Purchase Agreement, the
      Company received standard representations and warranties that the Claims were
      free and clear of all liens and encumbrances and were in good standing as
      registered with the United States Department of the Interior – Bureau of
      Land Management.





Year
      ended October 31, 2007





On
      June
      1, 2007 the Company entered into an agreement with Sweetwater Capital
      Corporation (“Sweetwater”) for a term of 24 months to provide financial public
      relations, business promotion, business growth and development, including
      consultation regarding mergers and acquisitions, and general business
      consultation. The Company will pay Sweetwater $4,000.00 per month plus 1,000,000
      restricted shares that will be earned in equal installments of 250,000 shares
      on
      each of December 1, 2007, March 1, 2008, June 1, 2008 and September 1, 2008.
      Such shares were issued in the form of one stock certificate on June 1, 2007.
      The consultant must return any unearned shares in the event of an early
      termination of the agreement.





On
      June
      1, 2007 the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares that will be earned in
      equal installments of 250,000 shares on each of December 1, 2007, March 1,
      2008,
      June 1, 2008 and September 1, 2008. Such shares were issued in the form of
      one
      stock certificate on June 1, 2007. The consultant must return any unearned
      shares in the event of an early termination of the agreement.




16




On
      June
      1, 2007 the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares that will be earned in
      equal installments of 250,000 shares on each of December 1, 2007, March 1,
      2008,
      June 1, 2008 and September 1, 2008. Such shares were issued in the form of
      one
      stock certificate on June 1, 2007. The consultant must return any unearned
      shares in the event of an early termination of the agreement.





Each
      of
      Sweetwater, Greatrek and Scharfe are non-U.S. Persons. Sweetwater and Scharfe
      are Canadian entities doing business in North America. Greatrek is based in
      Liechtenstein and doing business in Europe. The shares issued under the
      foregoing agreements were exempt from registration under the Securities Act
      pursuant to Regulation S promulgated thereunder.





Trading
      of the Company’s Common Stock





Our
      common stock began trading on the NASD
      operated OTC Bulletin Board® (the “OTC”) under the symbol “PPFP”
on
      July 27, 2007. The OTC does not have any quantitative or qualitative standards
      such as those required for companies listed on the Nasdaq Small Cap Market
      or
      National Market System. The high and low sales prices of our common stock during
      the fiscal year ended October 31, 2007 are as follows:





These
      quotations represent inter-dealer prices, without mark-up, mark-down or
      commission and may not represent actual transactions.


FISCAL
                  YEAR 2007
              
              HIGH
              
              LOWFourth
                  Quarter
              
              $
              0.80
              
              $
              0.25




**Dividends**





We
      have
      not declared any cash dividends on our common stock. We plan to retain any
      future earnings, if any, for exploration programs, administrative expenses
      and
      development of the Company and its assets.





**Stock
      Option Plan**





On
      August
      8, 2006, we adopted the 2006 Stock Option Plan (the "Plan") under which our
      officers, directors, consultants, advisors and employees may receive stock
      options. The aggregate number of shares of common stock that may be issued
      under
      the plan is 5,000,000. The purpose of the Plan is to assist us in attracting
      and
      retaining selected individuals to serve as directors, officers, consultants,
      advisors, and employees of Pacific Copper who contribute to our success, and
      to
      achieve long-term objectives that will inure to the benefit of all shareholders
      through the additional incentive inherent in the ownership of our common stock.
      Options granted under the plan will be either "incentive stock options",
      intended to qualify as such under the provisions of section 422 of the Internal
      Revenue Code of 1986, as from time to time amended (the "Code") or "unqualified
      stock options". For the purposes of the Plan, the term "subsidiary" shall mean
      “Subsidiary Corporation,” as such term is defined in section 424(f) of the Code,
      and "affiliate" shall have the meaning set forth in Rule 12b-2 of the Exchange
      Act. The Plan is administered by the Board of Directors.





On
      June
      22, 2007 Pacific Copper filed a registration statement on Form S-8 with the
      SEC
      pursuant to which it registered 5,000,000 shares of common stock for issuance
      upon exercise of options granted pursuant to the Plan.




17




Number of securities to
              be issued upon exercise
              of outstanding options,
              warrants and rights
            
            Weighted-average
              exercise price of
              outstanding options,
              warrants and rights
            
            Number of securities
              remaining available for
              future issuance under
              equity compensation plans
              (excluding securities
              reflected in column (a))(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders
            
            
            4,350,000
            
            $
            0.50
            
            
            650,000Equity
                compensation plans not approved by securities holders
            
            
            N/A
            
            
            N/A
            
            
            N/ATotal
            
            
            4,350,000
            
            $
            0.50
            
            
            650,000





The
      following summarized options outstanding under the Plan as of October 31,
      2007:


Expiry Date
              
              Price Per Share
              
              Number of
                SharesMay
                  14,
                  2012
              
              $
              0.50
              
              
              1,750,000July20,
                  2012
              
              $
              0.50
              
              
              250,000Aug
                  1,
                  2012
              
              $
              0.50
              
              
              1,700,000August9,
                  2012
              
              $
              0.51
              
              
              650,000




***Item
      6.   Management’s Discussion and Analysi*** **s**





*This
      section should be read in conjunction with the accompanying consolidated
      financial statements and notes included in this report.*





**Discussion
      of Operations & Financial Condition**


**Twelve
      months ended October 31, 2007**





Pacific
      Copper has no source of revenue and we continue to operate at a loss. We expect
      our operating losses to continue for so long as we remain in an exploration
      stage and perhaps thereafter. As at October 31, 2007, we had accumulated losses
      of $3,598,153. Our ability to emerge from the exploration stage and conduct
      mining operations is dependent, in large part, upon successful exploration
      results on our properties and our raising additional equity
      financing.





As
      described in greater detail below, the Company’s major endeavor over the
      twelve-month period ended October 31, 2007 has been its effort to raise
      additional capital to pursue further acquisitions and carry out exploration
      activities on its mineral claims, known as the Mazama Project, located in the
      County of Okanogan, Washington. Historical records indicate a possibility of
      the
      existence of copper mineralization on these claims and the Company endeavoring
      to verify the historical results.




18




During
      the twelve-month period ended October 31, 2007, the Company entered into
      agreements to acquire subsidiaries in both Chile and Peru (the “Subsidiaries”).
      The agreements are described in the section of this report entitled, “PACIFIC
      COPPER IN SOUTH AMERICA **-** SOCIEDAD
      PACIFIC COPPER CHILE LIMITADA” and in “PACIFIC COPPER IN SOUTH AMERICA **-** PACIFIC
      COPPER PERU SRL.” The Company has established exploration programs on mineral
      claims held by its Subsidiaries in South America. The acquisition of the
      Subsidiaries was completed subsequent to the twelve-month period ended October
      31, 2007. For more information see “Item 2- Description of Property”
herein.





**SELECTED
      INFORMATION**




Twelve months ended
            
            Twelve months endedOctober 31, 2007
            
            October 31, 2006Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            (2,940,779
            )
            $
            (647,453
            )Loss
                per share-basic and diluted
            
            $
            (0.12
            )
            $
            (0.08
            )





As at
            
            As atOctober 31, 2007
            
            October 31, 2006Total
                Assets
            
            $
            1,727,698
            
            $
            391,930Total
                Liabilities
            
            $
            357,312
            
            $
            68,383Cash
                dividends declared per share
            
            
            Nil
            
            
            Nil





The
      total
      assets for the twelve-month period ended October 31, 2007 include cash and
      cash
      equivalents for $1,617,344, prepaid expenses for $72,148 and capital assets
      for
      $38,206. For the year ended October 31, 2006, total assets include cash and
      cash
      equivalents for $378,979, prepaid expenses for $11,819, and capital assets
      for
      $1,132. The current assets increased significantly from $390,798 on October
      31,
      2006 to $1,689,492 on October 31, 2007. The increase in current assets arose
      as
      the Company received funds on the issue of common shares for a net cash
      consideration of $3,234,450 during the twelve-month period ended October 31,
      2007.





**Revenues**





No
      revenue was generated by the Company’s operations during the twelve month period
      ended October 31, 2007 and October 31, 2006.





**Net
      Loss**





The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Expenses to meet the criteria of United States generally accepted
      accounting principles (“GAAP”).





The
      significant components of expense that have contributed to the total operating
      expense are discussed as follows:




(a) General
      and Administrative Expense





Included
      in operating expenses for the twelve-month period ended October 31, 2007 is
      general and administrative expense of $1,388,014, as compared with $54,741
      for
      the twelve month period ended October 31, 2006. General and administrative
      expense represents approximately 46.4% of the total operating expense for the
      twelve-month period ended October 31, 2007 and approximately 8.5% of the total
      operating expense for the twelve month period ended October 31, 2006. The
      increase in this expense is mainly due to the professional, legal, investor
      relations, stock based compensation, consulting, office and general and other
      miscellaneous costs incurred during the twelve month period ended October 31,
      2007. The Company incurred an additional incorporation and establishment expense
      of $50,000 during the twelve month period ended October 31, 2007, being
      non-refundable deposits paid to commence the process of establishing
      subsidiaries in Peru and Chile. The Company also expensed $437,501 in consulting
      fees for engaging three consultants on June 1, 2007 (prior year $nil). The
      Company further expensed stock based compensation cost for both options and
      warrants for $315,667 during the year ended October 31, 2007 (prior year
      $nil).





19




(b) Project
      Expense





Included
      in operating expenses for the year ended October 31, 2007 is project expenses
      of
      $1,606,564 as compared with $592,712 for the year ended October 31, 2006.
      Project expense represents approximately 53.6% of the total operating expense
      for the twelve month period ended October 31, 2007. This includes expenses
      related to mineral claim fees, drilling and project consulting. Including in
      this expense is exploration expense for $763,000 incurred on mineral property
      claims in Peru and Chile, where we acquired operating Subsidiaries subsequent
      to
      the year ended October 31, 2007.





**Liquidity
      and Capital Resources**





The
      following table summarizes the company’s cash flows and cash in hand for the
      twelve month period:





October 31, 2007
            
            October 31, 2006Cash
                and cash equivalent
            
            $
            1,617,344
            
            $
            378,979Working
                capital
            
            $
            1,332,180
            
            $
            322,415Cash
                used in operating activities
            
            $
            1,958,302
            
            $
            90,889Cash
                used in investing activities
            
            $
            37,783
            
            $
            1,132Cash
                provided by financing activities
            
            $
            3,234,450
            
            $
            471,000





As
      at
      October 31, 2007 the Company had working capital of $1,332,180. During the
      twelve-month period ended October 31, 2007 the Company raised $3,234,450 (net)
      by issuing common shares for cash and invested $37,783 in acquisition of plant
      and equipment.





The
      Capital assets as on October 31, 2007 is $38,206.





**Critical
      Accounting Policies**





The
      preparation of financial statements in accordance with US GAAP requires us
      to
      make estimates and assumptions that affect reported amounts of assets and
      liabilities at the date of the financial statements, the reported amount of
      revenues and expenses during the reporting period and related disclosure of
      contingent assets and liabilities. On an ongoing basis, we evaluate our
      estimates and judgments. To the extent actual results differ from those
      estimates, our future results of operations may be affected. Besides this
      critical accounting policy on use of estimates, we believe the following
      critical accounting policy affects the preparation of our financial statements.




20




**Acquisition,
      Exploration and Evaluation Expenditures**





The
      Company has been in the exploration stage and has not yet realized any revenues
      from any operations. It is 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* ”.
      The
      Company assesses the carrying costs for impairment under SFAS 144, “ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. The Emerging Issues Task Force issued EITF 04-3, *Mining
      Assets: Impairment and Business Combinations* requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company being a junior mining Company, is in its early stages of exploration
      and
      unable to allocate any economic values beyond the proven and probable reserve.
      In the absence of proven and probable reserves, acquisition costs to date are
      considered to be impaired and accordingly, have been written off to project
      expenses. 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 will be capitalized. Such
      costs
      will be 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.





**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangements as of October 31, 2007 and
      October 31, 2006.





**Contractual
      Obligations and Commercial Commitments**





The
      Company has entered into a one -year
      renewal contract with Medallion Capital Corp. for consulting services commencing
      September 1, 2006, at a rate of $7,500 per month plus reimbursement of expenses
      incurred with respect to the operation of the administration of the Company.
      Medallion Capital Corp. is controlled by the Company’s Corporate Secretary,
      Stafford Kelley. On January 17, 2008 Medallion Capital Corp. submitted notice
      of
      termination of the consulting service agreement in anticipation of Kriyah
      Consulting LLC assuming these services to the Company.





On
      June
      4, 2007, the Company entered into an agreement with a drilling company to
      complete a minimum of 5,000 feet of diamond drilling during the 2007 field
      season on the Company’s Mazama Project located in Okanagan County, Washington.





On
      June
      1, 2007, the Company entered into an agreement with Sweetwater Capital
      Corporation (“Sweetwater”) for a term of 24 months to provide financial public
      relations, business promotion, business growth and development consulting
      services, including consultation regarding mergers and acquisitions, and general
      business consultation. The Company
      will pay Sweetwater $4,000 per month plus 1,000,000 restricted shares of the
      Company's common stock that will be earned in equal installments of 250,000
      shares on December 1, 2007, March 1, 2008, June 1, 2008 and September 1, 2008.
      Either the consultant or the Company may terminate the agreement with or without
      cause upon sixty (60) days written notice to the other provided that the Company
      may not give notice of cancellation before January 1, 2008.





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. Either the consultant
      or the Company may terminate the agreement with or without cause upon thirty
      (30) days written notice to the other provided that the Company may not give
      notice of cancellation before September 1, 2007.




21




On
      June
      1, 2007, the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. Either the consultant
      or the Company may terminate the agreement with or without cause upon thirty
      (30) days written notice to the other provided that the Company may not give
      notice of cancellation before September 1, 2007.




During
      the twelve-month period ended October 31, 2007, the Company entered into
      agreements to acquire its Subsidiaries in Chile and Peru. The agreements are
      described in the section of this report entitled, “PACIFIC COPPER IN SOUTH
      AMERICA **-** SOCIEDAD
      PACIFIC COPPER CHILE LIMITADA” and in “PACIFIC COPPER IN SOUTH AMERICA **-** PACIFIC
      COPPER PERU SRL.” The acquisition of the Peru subsidiary was completed on
      December 17, 2007 and the Chile Subsidiary was completed on January 8, 2008,
      subsequent to the twelve-month period ended October 31, 2007. For more
      information see “Item 2- Description of Property” herein.




On
      August
      9, 2007, the Company entered into an employment agreement with Andrew A. Brodkey
      (the “Employment Agreement”) pursuant to which the Company retained Mr. Brodkey
      as President and Chief Executive Officer. The Employment Agreement has a
      two-year term commencing on August 1, 2007, unless terminated earlier pursuant
      to the terms of the Employment Agreement. Mr. Brodkey’s base salary is $132,000
      per year. Mr. Brodkey also received 1,700,000 incentive options to purchase
      shares of the Company’s common stock at $0.50 per share. Such stock options have
      a term of five years commencing on August 1, 2007, and vest as follows: 200,000
      options vested as of August 1, 2007 and the balance will vest at the rate of
      66,666 options per month commencing on January 1, 2008. Upon certain events
      of
      termination Mr. Brodkey would be entitled to a maximum of one year’s salary as a
      severance payment. Under the employment agreement, Mr. Brodkey is permitted
      to
      pursue other business opportunities.





On
      August
      16, 2007 the Company entered into an agreement with HydroGeophysics Inc. (“HGI”)
      Pursuant to this agreement, HGI will provide certain mineral exploration,
      analytical and consulting services to the Company, as requested from time to
      time. These services relate to the Company’s South American subsidiaries. The
      company will be invoiced on a monthly basis for services rendered on the
      projects.





The
      Company entered into an agreement with Kriyah Consultants LLC ("Kriyah"), dated
      as of August 22, 2007, for the performance of certain administrative and
      management services.  The Company expects that in the future Kriyah will
      assume the administrative and management services currently performed by
      Medallion Capital Corp. for the Company. Andrew Brodkey, the Company’s President
      and Chief Executive Officer, is also the Manager of Kriyah. The agreement has
      an
      initial term of two years and is then automatically renewable.  Either
      party may terminate the Agreement upon 60 days prior written notice. Under
      the
      Agreement, Kriyah received an initial payment of $57,504 to cover the Company’s
      share of Kriyah’s startup expenses. Kriyah will receive payments of $4,000 each
      month thereafter as management fees, and the Company will reimburse Kriyah
      for a
      portion of Kriyah’s overhead expenses to be allocated by Kriyah and consented to
      by the Company.  Upon execution of the Agreement, the Company issued Kriyah
      1,000,000 common share purchase warrants where each warrant entitled the holder
      to purchase one common share of the Company at $0.60 per share until August
      22,
      2012. The warrants will vest beginning on August 22, 2007 over a period of
      two
      years at the rate of 250,000 warrants every 6 months. On October 10, 2007 Kriyah
      assigned 500,000 of the warrants to Mr. Brodkey. In order to facilitate the
      retention of Kriyah, the Company guaranteed a lease agreement for the office
      space used by Kriyah in Tucson, Arizona.





On
      September 1, 2007, the Company entered into a Payroll Service Agreement with
      Kriyah to administer payroll and health insurance benefits related to the
      Employment Agreement between the Company and Andrew Brodkey. The Company shall
      reimburse Kriyah monthly for all direct costs for the wages and health insurance
      benefits it administers.




22




On
      December 28, 2007, the Company guaranteed to Sociedad Pacific Copper Chile
      Limitada, full and timely payment of all amounts due pursuant to the lease
      of
      certain mining claims in Chile identified as La Guanaca claims, and performance
      of all of the obligations under a Mining Lease Agreement assigned to the
      Company. Under the terms of this lease the Company is obligated to pay $2,000
      per month.





We
      expect
      to contract for all work on our properties with independent contractors in
      the
      foreseeable future. Andrew Brodkey, the Company’s President and Chief Executive
      Officer, is our only permanent employee. We anticipate that we will require
      substantial financing in order to proceed with our plan of exploration for
      an
      economic ore body. We presently do not have any commitments in place to finance
      this exploration and there is no assurance that the necessary financing will
      be
      obtained. If we are unable to secure new financing, then we will not be able
      to
      carry out the required exploration and may not be able to maintain our interest
      in the Properties.





**Recent
      Accounting Pronouncements**





In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in enterprises’ financial statements in accordance with
      SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition
      threshold and measurement attributable for the financial statement recognition
      and measurement of a tax position taken or expected to be taken in a tax return.
      FIN 48 also provides guidance on derecognizing, classification, interest and
      penalties, accounting in interim periods, disclosures and transitions. FIN
      48 is
      effective for fiscal years beginning after December 15, 2006. The Company is
      currently reviewing the effect, if any, FIN 48 will have on its financial
      position and operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS No.
      157”). SFAS No. 157 defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (“GAAP”), expands
      disclosures about fair value measurements, and applies under other accounting
      pronouncements that require or permit fair value measurements. SFAS No. 157
      does
      not require any new fair value measurements, however the FASB anticipates that
      for some entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007. The Company is currently reviewing the
      effect, if any, FIN 48 will have on its financial position and
      operations.





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 158, Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
      132(R)”. This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a multi
      employer plan) as an asset or liability in its statement of financial position
      and to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income of a business entity or changes in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on the Company's future reported financial position or results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) – the fair value
      option for financial assets and liabilities including in amendment of SFAS
      115.





This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement objectives for accounting
      for financial instruments. This Statement is effective as of the beginning
      of an
      entity’s first fiscal year that begins after November 15, 2007, and interim
      periods within those fiscal years. Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provisions of FASB Statement No. 157, Fair
      value measurements. The Company is currently evaluating the impact of SFAS
      No.
      159 on its consolidated financial statements.




23




In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current
      Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect
      of prior year uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires SEC
      registrants (i) to quantify misstatements using a combined approach which
      considers both the balance sheet and income statement approaches; (ii) to
      evaluate whether either approach results in quantifying an error that is
      material in light of relevant quantitative and qualitative factors; and (iii)
      to
      adjust their financial statements if the new combined approach results in a
      conclusion that an error is material. SAB No. 108 addresses the mechanics of
      correcting misstatements that include effects from prior years. It indicates
      that the current year correction of a material error that includes prior year
      effects may result in the need to correct prior year financial statements even
      if the misstatement in the prior year or years is considered immaterial. Any
      prior year financial statements found to be materially misstated in years
      subsequent to the issuance of SAB No. 108 would be restated in accordance with
      SFAS No. 154, “Accounting Changes and Error Corrections.” Because the combined
      approach represents a change in practice, the SEC staff will not require
      registrants that followed an acceptable approach in the past to restate prior
      years’ historical financial statements. Rather, these registrants can report the
      cumulative effect of adopting the new approach as an adjustment to the current
      year’s beginning balance of retained earnings. If the new approach is adopted in
      a quarter other than the first quarter, financial statements for prior interim
      periods within the year of adoption may need to be restated. SAB No. 108 is
      effective for fiscal years ending after November 15, 2006. The implementation
      of
      SAB No. 108 is not expected to have a material impact on the Company’s results
      of operations and financial condition.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”.
      This Statement replaces SFAS No. 141, *Business
      Combinations* .





This
      Statement retains the fundamental requirements in Statement 141 that the
      acquisition method of accounting (which Statement 141 called the *purchase
      method* )
      be used
      for all business combinations and for an acquirer to be identified for each
      business combination. This Statement also establishes principles and
      requirements for how the acquirer: a) recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, and any
      non-controlling interest in the acquiree; b) recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain purchase
      and c) determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. SFAS No. 141(R) will apply prospectively to business
      combinations for which the acquisition date is on or after Company’s fiscal year
      beginning November 1, 2009.





In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to establish
      accounting and reporting standards for the non-controlling (minority) interest
      in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      non-controlling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. The Company has not yet determined the impact, if any,
      that SFAS No. 160 will have on its consolidated financial statements. SFAS
      No. 160 is effective for the Company’s fiscal year beginning November 1,
      2009.




***Item
      7. Financial Statements***





See
      the
      financial statements and report of Schwartz Levitsky Feldman, LLP included
      with this report, which are incorporated herein by reference.




24




***Item
      8.   Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure***





None.





***Item
      8A.  Controls and Procedures***





(a) Disclosure
      Controls and Procedures .
      The
      Company's management, with the participation of the principal executive officer
      and principal financial officer, respectively, has evaluated the effectiveness
      of the Company's disclosure controls and procedures (as such term is defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act")) as of the end of the period covered by this
      report. Based on such evaluation, the principal executive officer and principal
      financial officer of the Company, respectively, have concluded that, as of
      the
      end of such period, the Company's disclosure controls and procedures are
      effective.





(b) Internal
      Control Over Financial Reporting .
      There
      have not been any changes in the Company's internal control over financial
      reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
      Exchange Act) during the year ended October 31, 2007 that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.





Limitations
      on the Effectiveness of Controls





We
      believe that a control system, no matter how well designed and operated, cannot
      provide absolute assurance that the objectives of the control system are met,
      and no evaluation of controls can provide absolute assurance that all control
      issues and instances of fraud, if any, within a company have been
      detected.





Audit
      Committee





The
      Audit
      Committee is comprised of three directors and one officer: Donald Padgett,
      Elden
      Schorn, George Orr and Rakesh Malhotra, the Company’s Chief Financial Officer.
      There have been three Audit Committee meetings held in the fiscal year ended
      October 31, 2007 and a fourth held subsequent to the year end related to this
      report.





The
      Audit
      Committee has reviewed and approved the financial
      statements of the Company included with this report on Form 10-KSB for the
      year
      ended October 31, 2007.





***Item
      8B.   Other Information***





None.




25






**Part
      III**




***Item
      9.   Directors and Executive Officers of the
      Registrant***




The
      following is a list of the Company’s Directors. Each Director will serve until
      the next meeting of shareholders or until replaced.





Andrew
                Brodkey
            Director,
                Chairman of the BoardDonald
                G. Padgett
            DirectorWilliam
                Timmins
            DirectorM.
                Elden Schorn
              Harold
                Gardner
              David
                Hackman
            Director
              Director
              DirectorGeorge
                Orr
            Director





The
      following is a list of the Company’s Senior Management :


Andrew
                  Brodkey
              Chief
                  Executive Officer and PresidentStafford
                  Kelley
              SecretaryRakesh
                  Malhotra
              Chief
                  Financial OfficerJodi
                  Henderson
              Assistant
                  Secretary





**Reorganization
      of Directors and Officers**





Todd
      Montgomery resigned as Chief Executive Officer, President and Director as of
      August 1, 2007 and Brent Walter resigned as Director as of August 7, 2007.
      There
      were no disagreements with Mr. Montgomery or Mr. Walter with regards to the
      Company’s operations, policies or practices.





Andrew
      A.
      Brodkey was appointed President and Chief Executive Officer on August 1, 2007,
      and was appointed Chairman of the Board of Directors on August 9, 2007.





On
      August
      9, 2007, Harold Gardner and David Hackman and George Orr were each appointed
      to
      fill vacancies on the Company’s Board of Directors.





On
      April
      30, 2007 George Orr resigned as the Company’s Chief Financial Officer. There
      were no disagreements with Mr. Orr with regards to the Company’s operations,
      policies or practices. On April 30, 2007, Rakesh Malhotra was appointed Chief
      Financial Officer to fill the vacancy left by Mr. Orr.





On
      September 12, 2007 Jodi Henderson was appointed Assistant Secretary of the
      Company.





**Andrew
      Brodkey** ,
      President, Chief Executive Officer, Chairman of the Board





Mr.
      Brodkey is a mining engineer and a lawyer. He graduated with distinction with
      a
      B.S. in Mining Engineering from the University of Arizona in 1979. Mr. Brodkey
      earned a law degree, *cum
      laude,* from
      Creighton University in 1982. He worked at the Denver, Colorado law firm of
      Gorsuch, Kirgis, Campbell, Walker and Grover as an associate specializing in
      natural resources and environmental law from 1982 until 1987. Subsequently,
      Mr.
      Brodkey joined Magma Copper Company, a NYSE-traded mining company in 1987,
      where
      he held various positions, eventually succeeding to the role of Vice President
      and General Counsel in 1992. Following Magma’s acquisition by BHP in 1996, he
      remained in a senior legal position with BHP Copper Inc., and in 2000 moved
      to
      the position of Vice President, Business Development for BHP Copper. Following
      his departure from BHP in 2002, Mr. Brodkey held the position of Managing
      Director of the International Mining & Metals Group of CB Richard Ellis, Inc
      (“CBRE”), where he was responsible for creating and building the mining property
      practice of CBRE. Mr. Brodkey is 51 years old.





26




**Donald
      G. Padgett,** Director





Mr.
      Padgett is an experienced merchant banker. He held senior positions in the
      Canadian investment banking industry from 1981 to 1997. He was a senior member
      of the corporate finance group and managing director of the Institutional Real
      Estate Group at Burns Fry Ltd. (now BMO Nesbitt Burns). There he was responsible
      for group profit performance with emphasis on IPO transactions. Mr. Padgett
      managed, or co-managed, participation in a number of international
      restructurings including those of Olympia and York, Royal Trustco, Trizec and
      Campeau Corporation. From 1995 to 1997, he served as managing director of
      Canaccord Capital Corporation's Vancouver based investment banking group and
      served as a member of the executive committee, charged with establishing overall
      strategy and corporate direction.





From
      1997
      until the present, Mr. Padgett has provided services to a number of start-up
      and
      small-cap companies. He is a founding shareholder, director and officer of
      Tsar
      Emerald Corporation (2003 to present), a director of War Eagle Mining Company
      Inc., a publicly traded corporation currently redeveloping a zinc and germanium
      mine in Mexico (2005 to present) and a former director of Oil Sands Quest,
      the
      private operating subsidiary of CanWest Petroleum Corp. (with a market cap
      exceeding US$1.0 billion). Additionally, Mr. Padgett is the founder of both
      1091096 Ontario Inc., a private investment holding company (1994 to present),
      and Graylin Capital, a privately owned regional merchant banking concern (1998
      to present). Graylin’s activities included international corporate finance
      advisory assignments in Europe, Cuba, Panama and Canada and due diligence
      assignments in the U.S., UK and West Africa. Mr. Padgett holds a law degree
      (Dalhousie University), an MBA (McMaster University) and a BSc (University
      of
      Toronto). Mr. Padgett is 55 years old.





**William
      Timmins,** Director





Mr.
      Timmins has been a Director of Oilsands Quest since November 2004. Mr. Timmins
      has also served as Director and Corporate Secretary of CanWest Petroleum
      Corporation since July 1998. Through his private company, WGT Consultants Ltd.
      he has been a geological consultant for numerous mining companies in Canada,
      the
      United States, Central and South America, Australia and New Zealand. Mr. Timmins
      is 70 years old.





**M.
      Elden Schorn,** Director





Mr.
      Schorn held senior positions in the Federal and Provincial Governments in Canada
      in the areas of social, education and economic program delivery and in
      environmental regulation. Prior to leaving government in 1996, he held the
      positions of Consul, Senior Investment Advisor, Government of Canada at the
      Canadian Consulate in New York, New York, British Columbia Administrator
      Northern Pipeline Agency, Director General Western Diversification Canada,
      Assistant to the Assistant deputy ministry of Indian Affairs and Northern
      Division, Executive Director Northern Development Government of Alberta,
      Director Indian Education Alberta for the Federal Government and Manager Oil
      and
      Gas development in the North-West. In addition, Mr. Schorn has had ten years
      in
      the private sector in socio-economic consulting, business management, and the
      structuring of project financing. Mr. Schorn is 68 years old.





**Harold
      Gardner,** Director





Mr.
      Gardner has been involved in the private mining sector for the past 26 years
      and
      has extensive experience in exploration of precious and base metal properties,
      as well as industrial mineral properties in Latin America. Mr. Gardner has
      served as a consultant, officer, and director of 17 different mining companies
      and private investment funds, and currently sits on the board of four companies
      in Mexico, Peru, and Chile. Mr. Gardner is 51 years old.





27




**David
      Hackman** ,
      Director





Mr.
      Hackman is a geologist and a registered profession engineer with over 35 years
      international experience specializing in the evaluation of leachable metal
      deposits. He has worked as a geologist for Mobil Oil Company and ALCOA. From
      1990 to 1995, he was the president, of Liximin, Inc., a mineral exploration
      and
      mine development company based in Tucson, Arizona. From 1996 to 2000, he was
      an
      officer and director of Silver Eagle Resources Ltd. Currently; he is also an
      officer and director of War Eagle Mining Company, Inc., a mineral exploration
      and development company. Mr. Hackman is 66 years old.





**George
      Orr** ,
      Director





Mr.
      Orr
      is a self-employed Chartered Accountant with over fifteen years of accounting
      and consulting experience in private and public company administration,
      governance, audit procedures and reporting requirements. On July 23, 2005,
      Mr.
      Orr was appointed Secretary and a director, and in November 2005, he was
      appointed Chief Financial Officer of Valcent Products Inc. On December 21,
      2006,
      Mr. Orr was appointed a director, Chief Financial Officer and Secretary, until
      March 12, 2007, of Mega West Energy Corp. Mr. Orr holds a Bachelor of Commerce
      from St. Mary’s University, Halifax. Mr. Orr was also the Company’s Chief
      Financial Officer from August 29, 2006 to April 30, 2007, when he resigned
      and
      was replaced by Rakesh Malhotra. Mr. Orr is 46 years old.





**Stafford
      Kelley,** Secretary





Mr.
      Kelley has been operating businesses he controlled since 1948. He was actively
      involved in real estate and construction business until 1980 and was responsible
      for the development and financing of numerous major projects in the Burlington
      and Oakville area as well as other parts of Ontario and in Florida. Mr. Kelley
      spent a portion of his time during the 1960’s and 1970’s in sales and
      management, training and public speaking. In 1975, Mr. Kelley first became
      involved with publicly held companies that were in the business of exploring
      for
      gold. He has been an officer and director of several public companies and has
      participated in obtaining financing for these companies. In 1985, Mr. Kelley
      was
      responsible for the acquisition of an operating gold mine in Gunnison, Colorado.
      During this time Mr. Kelley was also responsible for the operation of a placer
      gold mine in Ely, Nevada. In 1988, Mr. Kelley participated in the development
      of
      a gold mine in Smithers, British Columbia and a coal mine in Logan, West
      Virginia. He has managed numerous exploration projects in the United States
      and
      Canada. In 1993, Mr. Kelley founded Medallion Capital Corp. (“Medallion”), which
      specializes in assisting companies with process of registering the re-sale
      of
      their securities and becoming a reporting issuer in the United States and in
      Canada. Medallion provides consulting services with respect to regular and
      periodic disclosure filings, financing, human resources, mergers and
      acquisitions and investor relations. Since its inception in 1993 and continuing
      to the present date, the operation of Medallion has been Mr. Kelley’s principal
      occupation. He was the founder of Yukon Gold Corporation, Inc. in 2002.
      Presently, he is Corporate Secretary of Pacific Copper and Silver Reserve Corp.
      Mr. Kelley is 75 years old. On January 17, 2008 Mr. Kelley submitted his
      resignation as Corporate Secretary effective February 1, 2008.





**Rakesh
      Malhotra** ,
      Chief
      Financial Officer





Mr.
      Malhotra is a United States certified public accountant (CPA) and a Canadian
      chartered accountant (CA) with considerable finance and accounting experience.
      Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University
      of Delhi (India) and worked for a large accounting firm A.F Ferguson & Co.
      (Indian correspondent for KPMG) and obtained his CA designation in India. Having
      practiced as an accountant for over 10 years in New Delhi, he moved to the
      Middle East and worked for 5 years with the highly successful International
      Bahwan Group of Companies in a senior finance position. He worked as a Chartered
      Accountant with a mid-sized Chartered Accounting firm in Toronto doing audits
      of
      Public Companies and has since been a consultant to many public companies.
      Mr.
      Malhotra has more than 20 years of experience in accounting and finance. Mr.
      Malhotra is 51 years old.





28




**Jodi
      Henderson** ,
      Assistant Corporate Secretary





Ms.
      Henderson is currently the Director of Operations for Kriyah Consultants, LLC
      an
      administration company that manages publicly held mining exploration companies.
      Prior to her appointment to Kriyah she managed the administration and marketing
      for the International Mining & Metals Group of CB Richard Ellis, Inc. Ms.
      Henderson holds a degree in applied mathematics from Indiana State University.
      Ms. Henderson served as a director for the Tucson Museum of Art from 2000 to
      2003. Ms. Henderson is 34 years old.





**Compliance
      With Section 16(a) of the Exchange Act**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”),
      requires the Company’s directors and officers, and persons who own more than 10%
      of a registered stock of the Company’s equity securities (“Section 16 Persons),
      to file with the Securities and Exchange Commission (the “SEC”), initial reports
      of ownership and reports of changes in ownership of Common Stock and other
      equity securities of the Company. Section 16 Persons are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) reports
      they
      filed. Based on the Company’s review of the forms it has received, on reports
      filed by Section 16 Persons with the SEC and on the Company’s records, the
      Company believes that during the twelve month period ended October 31, 2007,
      no
      Section 16 reports were filed late, except for the Assistant Secretary which
      was
      over looked and has since been filed.





***Item
      10.  Executive Compensation***





Except
      for services provided by entities owned by some of our Officers and as more
      particularly set out in CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, no
      officer or director has received any other remuneration from us, directly or
      indirectly, since our inception. We have a stock option plan only, as described
      below. Although we have no other retirement, incentive, defined benefit,
      actuarial, pension or profit-sharing programs for the benefit of directors,
      officers or other employees, it is possible that we will adopt such a plan
      in
      the future.




On
      August
      9, 2007, the Company and Andrew A. Brodkey executed an employment agreement
      (the
“Employment Agreement”) pursuant to which the Company has retained Mr. Brodkey
      as President and Chief Executive Officer.





The
      Employment Agreement has a two-year term commencing on August 2, 2007, unless
      terminated earlier, pursuant to the terms of the Employment Agreement. Mr.
      Brodkey’s base salary is $132,000 per year. Mr. Brodkey also received 1,700,000
      stock options, the terms of which are as set forth below. Mr. Brodkey is paid
      through a payroll service agreement administered by Kriyah Consultants LLC,
      a
      company engaged by the Company to provide administrative services. Under the
      terms of that agreement payroll amounts and the cost of health insurance
      benefits are billed to the Company. These include all amounts related to Mr.
      Brodkey’s employment.





Long
      Term
      Incentive Plan (LTIP Awards)




The
      Company does not have a long term incentive plan, pursuant to which cash or
      non-cash compensation intended to serve as an incentive for performance (whereby
      performance is measured by reference to financial performance or the price
      of
      the Company’s securities), was paid or distributed to any executive officers
      during the three most recent completed years.




29




Options
      and Stock Appreciation Rights (SARs)





Directors
      are not paid any fees in their capacity as directors of the Company. The
      directors are entitled to participate in the Company’s stock option plan.





Stock
      options granted to the named executive officers and directors during the fiscal
      year ended October 31, 2007 are provided in the table below:


**Name
                    of Option**
                  **Holder**
                
                **Number
                    of**
                  **Outstanding**
                  **Options
                    Held**
                
                
                **Date of Grant**
                
                **Exercise Price**
                  **of
                    Options**
                
                **Expiry
                    Date**Stafford
                    Kelley
                
                
                250,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012Rakesh
                    Malhotra
                
                
                250,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012Todd
                    Montgomery
                
                
                250,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012George
                    Orr
                
                
                100,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012150,000
                *
                
                
                8/09/2007
                
                $
                0.51
                
                
                8/08/2012Donald
                    Padgett
                
                
                250,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012Elden
                    Schorn
                
                
                100,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012150,000
                *
                
                
                7/20/2007
                
                $
                0.50
                
                
                7/19/2012William
                    G. Timmins
                
                
                250,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012Brent
                    Walter
                
                
                100,000
                *
                
                
                5/14/2007
                
                $
                0.50
                
                
                5/14/2012Andrew
                    Brodkey**
                
                
                1,700,000
                **
                
                
                8/9/2007
                
                $
                0.50
                
                
                8/1/2012David
                    Hackman
                
                
                250,000
                *
                
                
                8/9/2007
                
                $
                0.51
                
                
                8/19/2012Harold
                    Gardner
                
                
                250,000
                *
                
                
                8/9/2007
                
                $
                0.51
                
                
                8/19/2012Jodi
                    Henderson
                
                
                100,000
                ***
                
                
                7/20/2007
                
                $
                0.50
                
                
                7/19/2012


*
      These
      options vest at the rate of 1/12 th per
      month from the date granted





**
      These
      options have a term of five years commencing on August 1, 2007, and vest as
      follows: 200,000 options vested as of August 1, 2007 and the balance will vest
      at the rate of 66,666 options per month commencing on January 1,
      2008.





***
      These
      options vest at the rate of 50,000 options on July 20, 2008 and 50,000 options
      on July 20, 2009.





30




No
      stock options were exercised during the fiscal year ended October 31,
      2007.





Compensation
      of Directors or Other
      Arrangements





See
      above





Indebtedness
      of Directors and Executive Officers





None.





***Item
      11   Security Ownership and Certain Beneficial Owners and Management
      and Related Stockholder Matters***





S **ECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





We
      have
      40,207,480 shares of common stock issued and outstanding as of January 8, 2008.
      We have included in the table below the number of common shares of Pacific
      Copper held by the officers and directors of Pacific Copper. The last column
      of
      the table below reflects the voting rights of each officer and/or director
      as a
      percentage of the total voting shares.


**Name and Address**
              
              **Number of Shares**
              
              **Percentage****Of Beneficial Owner**
              
              **of Common Stock**
              
              **Class Held**Todd
                  D. Montgomery
              
              
              600,000
              
              
              1.49%
                  of Common SharesFormer
                  President1025
                  Grayson Cres.Moose
                  Jaw, SASK S6H 4N7Brent
                  J. WalterFormer
                  Director
              
              
              200,000
              
              
              0.49%
                  of Common Shares2417
                  - 32ndAvenue SWCalgary,
                  AB T2T 1X4William
                  (Bill) G. Timmins
              
              
              500,000
              
              
              1.24%
                  of Common Shares#3
                  - 950 Lanfranco Rd.Kelowna,
                  B.C. V1W 3W8M.
                  Elden Schorn
              
              
              100,000
              
              
              0.24%
                  of Common SharesSuite
                  1247 - 235 Keith Rd.West
                  Vancouver, B.C. V7T 1L5Stafford
                  Kelley, Corporate Secretary
              
              
              200,000
              
              
              0.49%
                  of Common Shares146
                  Trelawn AvenueOakville,
                  ON L6J 2R4Rakesh
                  Malhotra, Chief Financial Officer
              
              
              60,000
              
              
              0.14%
                  of Common Shares4580
                  Beaufort TerraceMississauga,
                  ON L5M 3H7Harold
                  Gardner(1)
              
              
              2,425,000
              
              
              6.04%
                  of Common Shares22604
                  S. 215thStreetQueen
                  Creek, AZ 85242
 David
                  Hackman(1)
              
              
              2,425,000
              
              
              6.04%
                  of Common Shares3430
                  E. Sunrise Drive, Ste 160Tucson,
                  AZ 85718Eduardo
                  Esteffan(1)
                  (2)
              
              
              2,363,452
              
              
              5.89%
                  of Common SharesVan
                  Buren 208Copiapo,
                  ChileTOTAL
              
              
              8,873,452
              
              
              22.1%
                  of Common Shares




31




1 These
      shares are held in escrows established in connection with the acquisition of
      our
      subsidiaries in South America. The shares will be released from the escrows
      upon
      satisfaction of certain post-closing items specified in the Closing and Escrow
      agreements governing such escrows. For more information, please see *Item
      2 –
      Description of Property* –
      PACIFIC COPPER IN
      SOUTH AMERICA – SOCIEDAD
      PACIFIC
      COPPER CHILE LIMITADA and PACIFIC COPPER PERU SRL.





2 Eduardo
      Esteffan is a director of Pacific Copper Chile LTDA. In addition to his shares
      of Pacific Copper, Mr. Esteffan holds a 1% interest in Pacific Copper Chile
      LTDA
      as described in “PACIFIC COPPER IN SOUTH AMERICA - SOCIEDAD PACIFIC COPPER CHILE
      LIMITADA.”





As
      a
      group management and the directors own or control 22.1% of the issued and
      outstanding shares of Pacific Copper.





Agosto
      Corporation Limited, based in St. James, Barbados, BVI, and controlled by Gordon
      Murphy, a resident of Barbados, BVI, owns approximately 15.1% of the outstanding
      shares of the Company.




Donald
      Stiles owns approximately 6.04% of the outstanding shares of the Company. Mr.
      Stiles’ shares are held in an escrow established in connection with the
      acquisition of our subsidiary in Peru. The shares will be released from the
      escrow upon satisfaction of certain post-closing items specified in the Closing
      and Escrow agreement governing such escrow. For more information, please see *Item
      2 –
      Description of Property* *–*
      PACIFIC COPPER IN SOUTH AMERICA *–* PACIFIC COPPER PERU SRL.




***Item
      12.   Certain relationships and Related
      Transactions***




CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS





Medallion
      Capital Corp., an Ontario, Canada Corporation (“Medallion”) provides office
      space, secretarial services, accounting services and other administrative
      services to Pacific Copper pursuant to a Consulting Services Agreement with
      the
      Company dated September 1, 2006. Medallion is wholly owned by its President,
      Stafford Kelley. Stafford Kelley is the Corporate Secretary of Pacific Copper.
      Under the terms of this Consulting Agreement, Medallion is responsible for
      the
      following items:





(a)  prepare
      all necessary documents and other information required in connection with
      registration and listing of the Company’s stock;





(b)  complete
      a due diligence and valuation review of Pacific Copper in connection with the
      registration of the Company’s stock;





(c)  advise
      Pacific Copper regarding financial planning and corporate
      development;





(d)  prepare
      or cause to be prepared a Business Plan and public relations materials for
      Pacific Copper;





32


(e)  prepare
      agreements for financing and other contracts and obtain the company's legal
      counsel’s approval of such agreements or contracts prior to execution;
      and





(f)  Carry
      out
      management and corporate record keeping functions.





Pursuant
      to the Consulting Agreement, Medallion receives $7,500 per month and the Company
      has expensed a total of $90,000 for the year ended October 31, 2007 in
      connection with its provision of the above services.





On
      January 17, 2008 Medallion Capital Corp. submitted notice of termination of
      the
      Consulting Services Agreement in anticipation of Kriyah Consulting LLC assuming
      these services to the Company.





David
      Hackman, a member of the Company’s Board of Directors, also has provided
      consulting services to the Company. A total of $37,500 was accrued to be paid
      to
      his company, Sage Associates, Inc. for the period ended October 31, 2007. This
      amount was paid subsequent to October 31, 2007. Mr. Hackman was also a former
      partner of the Company’s subsidiary, Peru SRL, acquired by the Company on
      January 8, 2008. He received 2,425,000 shares of the Company’s common stock as
      compensation for his interest in Peru SRL. For more information see “Item 2-
      Description of Property” herein.




Harold
      Gardner, a director of the Company, has provided consulting services to the
      Company. A total of $37,500 was accrued to be paid to his company, Pro Business
      Trust, for the period ended October 31, 2007. This amount was paid subsequent
      to
      October 31, 2007. The Company advanced $50,000, for the cost of the formation
      of
      Peru SRL and Pacific LTDA ($25,000 for each Subsidiary), to Pro Business Trust.
      These funds are as also being used to satisfy closing items to be provided
      by
      the former partners of both companies. The Company also loaned $763,000 to
      Gareste LTDA, a Chilean company that is 50% owned by Mr. Gardner, for work
      to be
      carried out on properties acquired, and to be acquired, by the Company. (See
      details below).





On
      the
      dates shown below, the Company entered into loan agreements evidenced by
      promissory notes from Gareste Limitada, a Chilean limited liability company
      (“Gareste LTDA”). We refer to these promissory notes as the “Promissory Notes.”
Gareste LTDA is 50% owned by Harold Gardner and 50% by Eduardo Esteffan. Harold
      Gardner became a director of the Company on August 9, 2007 and Eduardo Esteffan
      became a director of the Chilean subsidiary on January on January 8, 2008.
      The
      Promissory Notes were given for funds advanced by the Company to cover drilling
      and exploration costs on the properties in Chile and Peru prior to the Company’s
      acquisition of the subsidiaries that owned the properties. The Promissory Notes,
      by their terms, specified that principal and interest would be deemed to be
      repaid by Gareste LTDA upon presentment to Pacific Copper of evidence of
      drilling and exploration costs incurred on behalf of the Company. The dates
      and
      amounts of the Promissory Notes are listed below.


May
                  1, 2007
              
              $
              200,000August
                  2, 2007
              
              
              200,000September
                  12, 2007
              
              
              163,000September
                  28, 2007 301,000October
                  1, 2007
              
              
              502,000Total:
              
              $
              1,366,000





While
      we
      received Promissory Notes totaling $1,366,000, the Company only advanced a
      total
      of $763,000 as of the year ended October 31, 2007. We received accounting
      records relating to exploration expenditures incurred prior to the year ended
      October 31, 2007 in the amount of $763,000 and have expensed this amount on
      the
      financial statements. Subsequent to the year end, on November 20, 2007 we
      advanced a further loan of $225,000 against the Promissory Notes outstanding.





33




On
      January 3, 2008, the Company cancelled all the Promissory Notes and accepted
      a
      new Promissory Note from Gareste LTDA in the amount of $225,000 from Gareste
      LTDA to cover the November 20, 2007 advance. The new Promissory Note is due
      on
      or before March 31, 2008. It is intended that the amount due under this new
      Promissory Note will be repaid by Gareste LTDA presenting evidence of its having
      incurred further expenses on the Company’s behalf in Chile and Peru.





The
        Company entered into an agreement with Kriyah Consultants LLC ("Kriyah"),
        dated
        as of August 22, 2007, for the performance of certain administrative and
        management services.  The Company expects that in the future Kriyah will
        assume the administrative and management services currently performed by
        Medallion Capital Corp. for the Company. Andrew Brodkey, the Company’s President
        and Chief Executive Officer, is also the Manager of Kriyah. The agreement
        has an
        initial term of two years and is then automatically renewable.  Either
        party may terminate the Agreement upon 60 days prior written notice. Under
        the
        Agreement, Kriyah received an initial payment of $57,504 to cover the Company’s
        share of Kriyah’s startup expenses. Kriyah will receive payments of $4,000 each
        month thereafter as management fees, and the Company will reimburse Kriyah
        for a
        portion of Kriyah’s overhead expenses to be allocated by Kriyah and consented to
        by the Company.  Upon execution of the Agreement, the Company issued Kriyah
        1,000,000 common share purchase warrants where each warrant entitled the
        holder
        to purchase one common share of the Company at $0.60 per share until August
        22,
        2012. The warrants will vest beginning on August 22, 2007 over a period of
        two
        years at the rate of 250,000 warrants every 6 months. On October 10, 2007
        Kriyah
        assigned 500,000 of the warrants to Mr. Brodkey. In order to facilitate the
        retention of Kriyah, the Company guaranteed a lease agreement for the office
        space used by Kriyah in Tucson, Arizona.


On
      September 1, 2007, the Company entered into a Payroll Service Agreement with
      Kriyah to administer payroll and health insurance benefits to Andrew A. Brodkey,
      President & Chief Executive Officer of the Company. The Company shall
      reimburse Kriyah monthly for all direct costs of wages and health insurance
      benefits provided by Kriyah and invoiced to the Company for Mr.
      Brodkey.





Andrew
      Brodkey, President, CEO, Director and Chairman of the Board of Directors, was
      paid $11,000 by the Company and $27,276 by Kriyah including payroll amounts
      and
      benefits reimbursed to Kriyah by the Company during the year ended October
      31,
      2007. Mr. Brodkey was assigned 500,000 Warrants, from Kriyah, to purchase Common
      shares of the Company at $0.60 per share on or before August 22, 2012.





Jodi
      Henderson, Assistant Secretary of the Company, is an employee of Kriyah and
      was
      paid $ 1,666  by
      the
      Company and $3,406 by Kriyah, including payroll amounts and benefits that were
      reimbursed by the Company during the year ended October 31, 2007.





George
      Orr, a Director of the Company, is also a director of Sweetwater Capital
      Corporation, a company providing investor relations services to the Company
      as
      further described herein.





The
      Company expensed $10,491.44 for services rendered by Rakesh Malhotra, the Chief
      Financial Officer of the Company, for the period ended October 31,
      2007.




***Item
      13.   Exhibits and Reports on Form 8-K***





The
      Financials Statements and Report of Schwartz Levitsky Feldman, LLP for the
      year
      ended October 31, 2007 are filed as part of this report.





34


Index
      to Exhibits




List
                  of Subsidiaries
              21.1Certification
                  by the Principal Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
              31.1Certification
                  by the Chief Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
              31.2Certification
                  by the Principal Executive Officer and Chief Financial Officer
                  pursuant to
                  18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of
                  2002
              32.1Mining
                  Lease Agreement
              99.1Assignment
                  of Mining Lease Agreement
              99.2Guaranty
                  Agreement
              99.3Consent
                  of Schwartz Levitsky Feldman, LLP
              99.4Report
                  of Schwartz Levitsky Feldman, LLP
              F-1


In
      addition, the following reports are incorporated by reference:





Current
      Report on Form 8-K/A “Item 8.01- Other Items”, dated January 8,
      2008;





Current
      Report of Form 8-K “Item 8.01- Other Items,” dated January 8, 2008;





Current
      Report of Form 8-K “Item 8.01- Other Items,” dated December 17,
      2007;





Current
      Report of Form 8-K “Item 1.01- Entry into a Material Definitive Agreement” and
“Item 8.01- Other Events,” dated August 24, 2007;





Current
      Report of Form 8-K “Item 1.01- Entry into a Material Definitive Agreement” and
“Item 5.02 Departure of Director or Principal Officer”, dated August 14,
      2007





Current
      Report of Form 8-K, “Item 8.01- Other Events,” dated July 21, 2007;





Current
      Report of Form 8-K “Item 5.02 Departure of Director or Principal Officer”, dated
      May 22, 2007;





Current
      Report of Form 8-K, “Item 1.01- Entry into a Material Definitive Agreement”,
      dated April 25, 2007;





Current
      Report on Form 8-K, “Item 3.02- Unregistered Sale of Equity Securities”, dated
      March 22, 2007




***Item
      14.   Principal Accountant Fees and
      Expenses***




The
      Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to
      audit the financial statements of the Company for the fiscal year
      ended October
      31, 2007.





Audit
      Fees. The Company expensed audit and audit related fees for Schwartz Levitsky
      Feldman, LLP of approximately $22,922.13. for the fiscal year ended October
      31,
      2007.





The
      Company paid to Schwartz Levitsky Feldman, LLP audit and audit related fees
      of
      approximately $6,360.00 for the fiscal year ended October 31, 2006.





35




**SIGNATURES**






Pursuant
      to the requirements of the Section 13 or 15(d) of the Securities
      Exchange Act of 1934, the Registrant has duly caused this report on Form 10-KSB
      to be signed on its behalf by the undersigned, thereunto duly authorized, on
      the 23 day of January, 2008.


SIGNATURE
              
              TITLE
              
              DATE/s/
              Andrew
                  Brodkey
              
              Director,
                  President and CEO
              
              January
                  23, 2008Andrew
                  Brodkey/s/
              William
                  Timmins
              
              Director
              
              January
                  23, 2008William
                  Timmins/s/
              Donald
                  G. Padgett
              
              Director
              
              January
                  23, 2008Donald
                  G. Padgett/s/
              M.
                  Elden Schorn
              
              Director
              
              January
                  23, 2008M.
                  Elden Schorn/s/
              George
                  Orr
              
              Director
              
              January
                  23, 2008George
                  Orr/s/
              Harold
                  Gardner
              
              Director
              
              January
                  23,2008Harold
                  Gardner/s/
              David
                  Hackman
              
              Director
              
              January
                  23, 2008David
                  Hackman/s/
              Rakesh
                  Malhotra
              
              Chief
                  Financial Officer
              
              January
                  23, 2008Rakesh
                  Malhotra




36


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**




FINANCIAL
      STATEMENTS




YEARS
      ENDED OCTOBER 31, 2007 AND 2006




(Amounts
      expressed in US Dollars)




**CONTENTS**




Report
                of Independent Registered Public Accounting Firm
            
            1Balance
                Sheets as at October 31, 2007 and October 31, 2006
            
            2Statements
                of Operations and Comprehensive loss for the years ended October
                31, 2007
                and October 31, 2006 and the period from inception (May 18, 1999)
                to
                October 31, 2007
            
            3Statements
                of Stockholders' Equity for the years ended October 31, 2007 and
                October
                31, 2006 and the period from inception (May 18, 1999) to October
                31,
                2007
            
            4Statements
                of Cash Flows for the years ended October 31, 2007 and October 31,
                2006
                and the period from inception (May 18, 1999) to October 31,
                2007
            
            5Notes
                to Financial Statements
            
            6
                -
                28


37




**Schwartz
      Levitsky Feldman llp**


CHARTERED
      ACCOUNTANTS


LICENSED
      PUBLIC ACCOUNTANTS


TORONTO ·  MONTREAL




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders of


Pacific
      Copper Corp.


(Formerly
      Gate-1 Financial, Inc.)


(An
      Exploration Stage Company)





We
      have
      audited the accompanying balance sheets of Pacific Copper Corp. (formerly Gate-1
      Financial, Inc.) as at October 31, 2007 and 2006 and the related statements
      of
      operations and comprehensive loss, cash flows and stockholders’ equity for the
      years ended October 31, 2007 and 2006 and for the period from incorporation
      (May
      18, 1999) to October 31, 2007 . These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Pacific Copper Corp. as at October
      31, 2007 and 2006 and the results of its operations and its cash flows for
      the
      years ended October 31, 2007 and 2006 and for the period from incorporation
      (May
      18, 1999) to October 31, 2007 in conformity with United States generally
      accepted accounting principles.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company is an exploration stage mining company and has no
      established source of revenues. These conditions raise substantial doubt about
      its ability to continue as a going concern. Management’s plan regarding these
      matters are also described in the notes to the financial statements. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





**“SCHWARTZ
      LEVITSKY FELDMAN LLP”**


Toronto,
                  Ontario, Canada
              
              Licensed
                  Public AccountantsDecember
                  21, 2007
              
              Chartered
                  Accountants





1167
      Caledonia Road


Toronto,
      Ontario M6A 2X1


Tel:
      416 785 5353


Fax:
      416 785 5663


-1-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Balance
      Sheets as at


October 31, 2007
      and 2006


(Amounts
      expressed in US Dollars)





October
                31,
            
            October
                31,2007
            
            2006$
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            1,617,344
            
            
            378,979Prepaid
                expenses and other receivables
            
            
            72,148
            
            
            11,819**Total
                Current Assets**
            
            
            1,689,492
            
            
            390,798**Plant
                and Equipment, net**(note 4)
            
            
            38,206
            
            
            1,132**Total
                Assets**
            
            
            1,727,698
            
            
            391,930**LIABILITIES****Current**Accounts
                payable
            
            
            314,047
            
            
            58,370Accrued
                professional fees
            
            
            20,000
            
            
            6,000Other
                accrued liabilities
            
            
            23,265
            
            
            4,103**Total
                Current Liabilities**
            
            
            357,312
            
            
            68,383**Going
                Concern (note 2)****Related
                Party Transactions (note 9)****Commitments
                and Contingencies**(note 8)**STOCKHOLDERS'
                EQUITY****Capital
                Stock**(note
                5)Preferred
                stock, $0.0001 par value, 50,000,000 shares authorized, Nil issued
                and
                outstanding (2005 - nil)
            
            
            **-**
            
            
            -Common
                stock, $0.0001 par value, 200,000,000 shares authorized,
                29,145,932issued and outstanding (2006 -17,315,932)
            
            
            2,915
            
            
            1,732**Additional
                Paid-in Capital**
            
            
            6,028,123
            
            
            979,189**Deferred
                stock compensation**(note
                11)
            
            
            (1,062,499
            )
            
            -**Deficit
                Accumulated During the Exploration Stage**
            
            
            (3,598,153
            )
            
            (657,374
            )**Total
                Stockholders' Equity**
            
            
            1,370,386
            
            
            323,547**Total
                Liabilities and Stockholders' Equity**
            
            
            1,727,698
            
            
            391,930





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


-2-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Statements
      of Operations and
      Comprehensive loss


Years
      Ended October 31, 2007 and 2006 and the Period from Inception (May 18, 1999)
      to
      October 31, 2007


(Amounts
      expressed in US Dollars)





CumulativeSinceInception
            
            2007
            
            2006**Operating
                Expenses**General
                and administration
            
            
            1,452,676
            
            
            1,388,014
            
            
            54,741Project
                expenses
            
            
            2,199,276
            
            
            1,606,564
            
            
            592,712Amortization
            
            
            709
            
            
            709
            
            
            -**Total
                Operating Expenses**
            
            
            3,652,661
            
            
            2,995,287
            
            
            647,453**Loss
                from Operations**
            
            
            (3,652,661
            )
            
            (2,995,287
            )
            
            (647,453
            )Interest
                Income
            
            
            54,508
            
            
            54,508
            
            
            -**Loss
                before Income Taxes**
            
            
            3,598,153
            
            
            (2,940,779
            )
            
            (647,453
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -**Net
                Loss and Comprehensive loss**
            
            
            (3,598,153
            )
            
            (2,940,779
            )
            
            (647,453
            )**Loss
                per share-Basic and Diluted**
            
            
            
            
            
            (0.12
            )
            
            (0.08
            )**Weighted
                Average Common Shares Outstanding**
            
            
            
            
            
            23,534,425
            
            
            8,155,329




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


-3-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Statements of
      Changes in Stockholders’ Equity


For
      the
      years ended October 31, 2007 and 2006 and from the period of inception (May
      18,
      1999) to October 31, 2007


(Amounts
      expressed in US Dollars)




DeficitAccumulatedCommon
                Stock
            
            Additional
            
            Deferred
            
            during
                the
            
            TotalNumber
            
            
            
            Paid-in
            
            Stock
            
            Exploration
            
            Stockholders'of
                Shares
            
            Amount
            
            Capital
            
            Compensation
            
            Stage
            
            Equity$
            
            $
            
            $
            
            $Common
                stock issued on inception
            
            
            1
            
            
            
            
            
            1
            
            
            
            
            
            
            
            
            1Common
                shares issued for nil consideration (note 5)
            
            
            7,605,932
            
            
            761
            
            
            (761
            )
            
            
            
            
            **-**
            
            
            -Cancelled
                shares
            
            
            (1
            )
            
            -
            
            
            (1
            )
            
            
            
            
            
            
            
            (1
            )Contributed
                Services
            
            
            
            
            
            
            
            
            8,743
            
            
            
            
            
            
            
            
            8,743Net
                Loss for the period from inception (May 18, 1999) through October
                31,
                2004
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            (8,743
            )
            
            (8,743
            )Balance,
                October 31, 2004
            
            
            7,605,932
            
            
            761
            
            
            7,982
            
            
            -
            
            
            (8,743
            )
            
            -Contributed
                Services
            
            
            
            
            
            
            
            
            1,178
            
            
            
            
            
            
            
            
            1,178Net
                Loss
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            (1,178
            )
            
            (1,178
            )Balance
                October 31, 2005
            
            
            7,605,932
            
            
            761
            
            
            9,160
            
            
            -
            
            
            (9,921
            )
            
            -Common
                shares issued for cash
            
            
            4,710,000
            
            
            471
            
            
            470,529
            
            
            
            
            
            **-**
            
            
            471,000Common
                shares issued for acquisition of interests in mineral
                claims
            
            
            5,000,000
            
            
            500
            
            
            499,500
            
            
            
            
            
            
            
            
            500,000Net
                Loss
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            
            
            
            (647,453
            )
            
            (647,453
            )Balance,
                October 31, 2006
            
            
            17,315,932
            
            
            1,732
            
            
            979,189
            
            
            -
            
            
            (657,374
            )
            $
            323,547Common
                shares issued for cash
            
            
            660,000
            
            
            66
            
            
            65,934
            
            
            
            
            
            
            
            
            66,000Common
                shares issued for cash
            
            
            2,000,000
            
            
            200
            
            
            199,800
            
            
            
            
            
            
            
            
            200,000Common
                shares issued for cash
            
            
            4,520,000
            
            
            452
            
            
            2,259,548
            
            
            
            
            
            
            
            
            2,260,000Stock
                subscriptions received
            
            
            
            
            
            30,000
            
            
            
            
            
            
            
            
            
            
            
            30,000Stock
                Issuance cost
            
            
            
            
            
            (72,800
            )
            
            (72,800
            )Common
                shares issued for stock subscriptions received
            
            
            60,000
            
            
            6
            
            
            (6
            )
            
            
            
            
            
            
            
            -Common
                shares issued for cash
            
            
            1,590,000
            
            
            159
            
            
            794,841
            
            
            
            
            
            
            
            
            795,000Common
                shares issued for services
            
            
            3,000,000
            
            
            300
            
            
            1,499,700
            
            
            (1,062,499
            )
            
            
            
            
            437,501Stock
                based compensation
            
            
            
            
            
            294,574
            
            
            
            
            
            
            
            
            
            
            
            294,574Compensation
                expense on issue of warrants
            
            
            
            
            
            21,093
            
            
            
            
            
            
            
            
            
            
            
            21,093Stock
                Issuance cost
            
            
            
            
            
            (43,750
            )
            
            
            
            
            
            
            
            
            
            
            (43,750
            )Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (2,940,779
            )
            
            (2,940,779
            )Balance
                October 31, 2007
            
            
            29,145,932
            
            
            2,915
            
            
            6,028,123
            
            
            (1,062,499
            )
            
            (3,598,153
            )
            $
            1,370,386





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


-4-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Statements
      of Cash Flows for the


years
      ended Oct 31, 2007 and, 2006 and the Period from Inception (May 18, 1999) to
      October 31, 2007


(Amounts
      expressed in US Dollars)





CumulativeSince
            
            Oct
                31,
            
            Oct
                31,Inception
            
            2007
            
            2006**Cash
                Flows from Operating Activities**Net
                Loss
            
            
            (3,598,153
            )
            
            (2,940,779
            )
            
            (647,453
            )Adjustment
                for:Amortization
            
            
            709
            
            
            709
            
            
            **-**Stock
                based compensation
            
            
            294,574
            
            
            294,574
            
            
            -Compensation
                expense on issue of warrants
            
            
            21,093
            
            
            21,093
            
            
            -Expenses
                credited to Additional Paid-in Capital
            
            
            9,921
            
            
            **-**
            
            
            -Shares
                issued for mineral claims, as part of project expenses
            
            
            500,000
            
            
            -
            
            
            500,000Shares
                issued for services (net of prepaid)
            
            
            437,501
            
            
            437,501
            
            
            -Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (72,148
            )
            
            (60,329
            )
            
            (11,819
            )Accounts
                payable
            
            
            314,047
            
            
            255,677
            
            
            58,370Accrued
                liabilities for operating activities
            
            
            43,265
            
            
            33,252
            
            
            10,013Net
                cash used in operating activities
            
            
            (2,049,191
            )
            
            (1,958,302
            )
            
            (90,889
            )**Cash
                Flows from Investing Activities**Acquisition
                of plant and equipment
            
            
            (38,915
            )
            
            (37,783
            )
            
            (1,132
            )Net
                cash used in investing activities
            
            
            (38,915
            )
            
            (37,783
            )
            
            (1,132
            )**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash
            
            
            3,705,450
            
            
            3,234,450
            
            
            471,000Net
                cash provided by financing activities
            
            
            3,705,450
            
            
            3,234,450
            
            
            471,000**Net
                increase in Cash and Cash equivalents**
            
            
            1,617,344
            
            
            1,238,365
            
            
            378,979**Cash-
                beginning of period**
            
            
            **-**
            
            
            378,979
            
            
            -**Cash
                - end of period**
            
            
            1,617,344
            
            
            1,617,344
            
            
            378,979**Supplemental
                Cash Flow Information**Interest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                taxes paid
            
            
            **-**
            
            
            -
            
            
            -





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


-5-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**1.**
            **Nature
                of Business and Operations**




Pacific
      Copper Corp. (the "Company"), was incorporated on May 18, 1999 as Gate-1
      Financial, Inc. under the laws of the State of Delaware. On
      August
      17, 2006, Gate-1 Financial, Inc. changed its name to Pacific Copper Corp. The
      Company operates with the intent of exploration and extraction of
      minerals.




**2.**
            **Going
                Concern**




The
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and satisfaction of liabilities in the
      normal course of business. As at year end there are certain conditions
      prevailing which cast substantial doubt as to the validity of using the going
      concern assumption. These conditions along with management’s plan to mitigate
      them are described below.




The
      Company is in the exploration stage and has not yet realized revenues from
      any
      operations. The
      Company has incurred a loss of $2,940,779 for the year ended October 31, 2007.
      At October 31, 2007, the Company had an accumulated deficit during the
      exploration stage of $3,598,153. The Company has funded operations through
      the
      issuance of capital stock. In September and October 2006, the Company issued
      its
      common stock for gross proceeds of $471,000. During the quarter ended January
      31, 2007 the Company raised an additional $66,000. During the quarter ended
      April 30, 2007, the Company raised an additional $2,490,000. During the quarter
      ended July 31, 2007 the Company raised an additional $795,000. Management's
      plan
      is to continue raising additional funds through future equity or debt financing
      until it achieves profitable operations from mineral extraction activities.


-6-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**3.**
            **Summary
                of Significant Accounting
                Policies**




The
      accounting policies of the Company are in accordance with accounting principles
      generally accepted in the United States of America and their basis of
      application is consistent with that of the previous year. Outlined below are
      the
      significant accounting policies:




Basis
      of
      Presentation




a)
            Cash
                and Cash Equivalents




Cash
      consists of cash and cash equivalents, which are short-term, highly liquid
      investments with original terms to maturity of 90 days or less.




b)
            Mineral
                Rights




The
      Company has been in the exploration stage and has not yet realized any revenues
      from operations. It is 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* ”.
      The
      Company assesses the carrying costs for impairment under SFAS 144, “ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. The Emerging Issues Task Force issued EITF 04-3, *Mining
      Assets: Impairment and Business Combinations* requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company being a junior mining Company, is in its early stages of exploration
      and
      unable to allocate any economic values beyond the proven and probable reserve.
      In the absence of proven and probable reserves, acquisition costs to date are
      considered to be impaired and accordingly, have been written off to project
      expenses. 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 will be capitalized. Such
      costs
      will be 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.


-7-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**





**3.
      Summary of Significant Accounting Policies (cont'd)**




c)
            Plant
                and Equipment




Plant
      and
      equipment are recorded at cost less accumulated depreciation. Depreciation
      is
      provided commencing in the month following acquisition using the following
      annual rate and method:


Computer
                  equipment
              
              30%
              
              declining
                  balance methodOffice
                  furniture and fixtures
              
              20%
              
              declining
                  balance methodOperating
                  equipment
              
              30%
              
              declining
                  balance method


d)
            Impairment
                of Long-lived Assets




In
      accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
      "Accounting for the Impairment or Disposal of Long-Lived Assets", long-lived
      assets to be held and used are analyzed for impairment whenever events or
      changes in circumstances indicate that the related carrying amounts may not
      be
      recoverable. The Company evaluates at each balance sheet date whether events
      and
      circumstances have occurred that indicate possible impairment. If there are
      indications of impairment, the Company uses future undiscounted cash flows
      of
      the related asset or asset grouping over the remaining life in measuring whether
      the assets are recoverable. In the event such cash flows are not expected to
      be
      sufficient to recover the recorded asset values, the assets are written down
      to
      their estimated fair value. Long-lived assets to be disposed of are reported
      at
      the lower of carrying amount or fair value of asset less cost to sell.




e)
            Asset
                Retirement Obligation




The
      Company accounts for asset retirement obligations in accordance with Financial
      Accounting Standards Board ("FASB") Statement No. 143, "Accounting for Asset
      Retirement Obligations" (“Statement 143”), which requires that the fair value of
      an asset retirement obligation be recorded as a liability in the period in
      which
      a company incurs the obligation.




f)
            Revenue
                Recognition




Revenue
      is recognized when the metals are extracted, processed, and sold. The Company
      will record revenues from the sale of copper
      or
      other metals when delivery to the customer has occurred, collectability is
      reasonably assured and title has transferred.




g)
            Income
                Taxes




The
      Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
      for Income Taxes". Deferred tax assets and liabilities are recorded for
      differences between the financial statement and tax basis of the assets and
      liabilities that will result in taxable or deductible amounts in the future
      based on enacted tax laws and rates. Valuation allowances are established when
      necessary to reduce deferred tax assets to the amount expected to be realized.
      Income tax expense is recorded for the amount of income tax payable or
      refundable for the period increased or decreased by the change in deferred
      tax
      assets and liabilities during the period.




-8-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**3.**
            **Summary
                of Significant Accounting Policies****(cont'd)**




h)
            Earnings
                (Loss) Per Share





The
      Company adopted Statement of Financial Accounting Standards ("FAS") No. 128,
      "Earnings per Share" which requires disclosure in the financial statements
      of
      "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per
      share
      are computed by dividing net income (loss) by the weighted average number of
      common shares outstanding for the year. Diluted
      loss per share is computed by dividing net loss by the weighted average number
      of common shares outstanding plus common stock equivalents (if dilutive) related
      to stock options and warrants for each year. There were no common equivalent
      shares outstanding at October 31, 2007 and 2006 that have been included in
      dilutive loss per share calculation as the effects would have been
      anti-dilutive. At October 31, 2007, there were 1,075,000 stock options and
      3,568,100 warrants outstanding. At October 31, 2006, there were no options
      or
      warrants outstanding.





i)
            Fair
                Value of Financial Instruments




The
      estimated fair value of financial instruments has been determined by the Company
      using available market information and valuation methodologies. Considerable
      judgment is required in estimating fair value. Accordingly, the estimates may
      not be indicative of the amounts the Company could realize in a current market
      exchange. As of October
      31, 2007 and 2006 the carrying value of financial instruments approximates
      their
      fair value due to the short-term maturity of these instruments.




Commodity
      Price Risk:


The
      ability of the Company to develop its properties and the future profitability
      of
      the Company is directly related to the market price of certain
      minerals.





Long-term
      Financial Instruments


The
      fair
      value of each of the Company’s long-term financial assets and debt instruments
      is based on the amount of future cash flows associated with each instrument
      discounted using an estimate of what the Company’s current borrowing rate for
      similar instruments of comparable maturity would be.


-9-





**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**







**3.**
            **Summary
                of Significant Accounting Policies****(cont'd)**





j)
            Stock
                Based Compensation





The
      Company had adopted the provisions of SFAS 123 (R) on November 1, 2005. All
      awards granted to employees and non-employees after October 31, 2005 are valued
      at fair value in accordance with the provisions of SFAS 123 (R) by using the
      Black-Scholes option pricing model and recognized on a straight line basis
      over
      the service periods of each award. The Company accounts for equity instruments
      issued in exchange for the receipt of goods or services from other than
      employees in accordance with SFAS No. 123 and the conclusions reached by the
      Emerging Issues Task Force (“EITF”) in Issue No. 96-18, “Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring or in
      Conjunction with Selling Goods or Services”.  Costs are measured at
      the estimated fair market value of the consideration received or the estimated
      fair value of the equity instruments issued, whichever is more reliably
      measurable.  The value of equity instruments issued for consideration
      other than employee services is determined on the earlier of a performance
      commitment or completion of performance by the provider of goods or services
      as
      defined by EITF No. 96-18.




-10-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**3.**
            **Summary
                of Significant Accounting Policies****(cont'd)**




k)
            Concentration
                of Credit Risk




SFAS
      No.
      105, "Disclosure of Information about Financial Instruments with Off-Balance
      Sheet Risk and Financial Instruments with Concentration of Credit Risk",
      requires disclosure of any significant off-balance sheet risk and credit risk
      concentration. The Company does not have significant off-balance sheet risk
      or
      credit concentration.




l)
            Use
                of Estimates




Preparation
      of financial statements in accordance with accounting principles generally
      accepted in the United States of America requires management to make estimates
      and assumptions that affect the amounts reported in the financial statements
      and
      related notes to financial statements. These estimates are based on management's
      best knowledge of current events and actions the Company may undertake in the
      future. Actual results may ultimately differ from such estimates. Significant
      estimates include accruals, estimates for calculation for stock based
      compensation.




m)
            Recent
                Accounting Pronouncements




In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in enterprises’ financial statements in accordance with
      SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition
      threshold and measurement attributable for the financial statement recognition
      and measurement of a tax position taken or expected to be taken in a tax return.
      FIN 48 also provides guidance on derecognizing, classification, interest and
      penalties, accounting in interim periods, disclosures and transitions. FIN
      48 is
      effective for fiscal years beginning after December 15, 2006. The Company is
      currently reviewing the effect, if any, FIN 48 will have on its financial
      position and operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS No.
      157”). SFAS No. 157 defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (“GAAP”), expands
      disclosures about fair value measurements, and applies under other accounting
      pronouncements that require or permit fair value measurements. SFAS No. 157
      does
      not require any new fair value measurements, however the FASB anticipates that
      for some entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007. The Company is currently reviewing the
      effect, if any, SFAS
      157
      will have on its financial position and operations.





-11-





**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**3.**
            **Summary
                of Significant Accounting Policies****(cont'd)**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 158, Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
      132(R)”. This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a multi
      employer plan) as an asset or liability in its statement of financial position
      and to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income of a business entity or changes in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on the Company's future reported financial position or results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) – the fair value
      option for financial assets and liabilities including in amendment of SFAS
      115. This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement objectives for accounting
      for financial instruments. This Statement is effective as of the beginning
      of an
      entity’s first fiscal year that begins after November15, 2007, and interim
      periods within those fiscal years. Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provisions of FASB Statement No. 157, Fair
      value measurements. The Company is currently evaluating the impact of SFAS
      No.
      159 on its financial statements.





-12-





**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**3.**
            **Summary
                of Significant Accounting Policies****(cont'd)**





In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current
      Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect
      of prior year uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires SEC
      registrants (i) to quantify misstatements using a combined approach which
      considers both the balance sheet and income statement approaches; (ii) to
      evaluate whether either approach results in quantifying an error that is
      material in light of relevant quantitative and qualitative factors; and (iii)
      to
      adjust their financial statements if the new combined approach results in a
      conclusion that an error is material. SAB No. 108 addresses the mechanics of
      correcting misstatements that include effects from prior years. It indicates
      that the current year correction of a material error that includes prior year
      effects may result in the need to correct prior year financial statements even
      if the misstatement in the prior year or years is considered immaterial. Any
      prior year financial statements found to be materially misstated in years
      subsequent to the issuance of SAB No. 108 would be restated in accordance with
      SFAS No. 154, “Accounting Changes and Error Corrections.” Because the combined
      approach represents a change in practice, the SEC staff will not require
      registrants that followed an acceptable approach in the past to restate prior
      years’ historical financial statements. Rather, these registrants can report the
      cumulative effect of adopting the new approach as an adjustment to the current
      year’s beginning balance of retained earnings. If the new approach is adopted in
      a quarter other than the first quarter, financial statements for prior interim
      periods within the year of adoption may need to be restated. SAB No. 108 is
      effective for fiscal years ending after November 15, 2006. The implementation
      of
      SAB No. 108 is not expected to have a material impact on the Company’s results
      of operations and financial condition.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”.
      This Statement replaces SFAS No. 141, *Business
      Combinations* .




This
      Statement retains the fundamental requirements in Statement 141 that the
      acquisition method of accounting (which Statement 141 called the *purchase
      method* )
      be used
      for all business combinations and for an acquirer to be identified for each
      business combination. This Statement also establishes principles and
      requirements for how the acquirer: a) recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, and any
      non-controlling interest in the acquiree; b) recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain purchase
      and c) determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. SFAS No. 141(R) will apply prospectively to business
      combinations for which the acquisition date is on or after Company’s fiscal year
      beginning November 1, 2009.


-13-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**3.**
            **Summary
                of Significant Accounting Policies****(Contd.)**





In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to establish
      accounting and reporting standards for the non-controlling (minority) interest
      in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      non-controlling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. The Company has not yet determined the impact, if any,
      that SFAS No. 160 will have on its consolidated financial statements. SFAS
      No. 160 is effective for the Company’s fiscal year beginning November 1,
      2009.




**4.**
            **Plant
                and Equipment, Net**




Plant
      and
      equipment are recorded at cost less accumulated depreciation. Depreciation
      is
      provided commencing in the month following acquisition using the following
      annual rate and method:


Computer
                  equipment
              30%
              declining
                  balance methodOffice
                  furniture and fixtures
              20%
              declining
                  balance methodOperating
                  equipment
              30%
              declining
                  balance method




October 31, 2007
              
              
              
              October 31, 2006Accumulated
              
              
              
              AccumulatedCost
              
              Depreciation
              
              Cost
              
              Depreciation$
              
              $
              
              $
              
              $Office,
                  furniture and fixtures
              
              
              386
              
              
              58
              
              
              -
              
              
              -Computer
                  equipment
              
              
              2,644
              
              
              521
              
              
              1,132
              
              
              -Operating
                  Equipment
              
              
              35,885
              
              
              130
              
              
              -
              
              
              -38,915
              
              
              709
              
              
              1,132
              
              
              -Net
                  carrying amount
              
              
              
              
              $
              38,206
              
              
              
              
              $
              1,132




**5.**
            **Issuance
                of Common Shares**





Year
      ended October 31, 2006





In
      September and October of 2006, the Company issued 4,710,000 common shares
      through private placements for gross proceeds of $471,000.





On
      October 20, 2006 the Company issued 5,000,000 common shares to purchase 100%
      rights, title and interest in certain mineral claims located in the county
      of
      Okanogan, State of Washington, to the Vendors who had these claims registered
      in
      trust with Multi Metals Mining Inc.,




-14-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**5.**
            **Issuance
                of Common Shares****(Cont’d)**





Nevada
      Corporation. The total consideration of $500,000 calculated at $0.10 per common
      share has been expensed to the income statement as Project expenses.





Quarter
      ended January 31, 2007





During
      the three months ended January 31, 2007, the Company issued 660,000 common
      shares through private placement for gross proceeds of $66,000.





Quarter
      ended April 30, 2007





The
      Company issued 2,000,000 common shares through private placements for gross
      proceeds of $200,000. The private placement was undertaken entirely outside
      the
      United States pursuant to an Exemption
      from registration under the Securities Act of 1933, as amended (the “Securities
      Act”) afforded by Regulation S promulgated under the Securities Act (“Regulation
      S”).





The
      Company, through private placements, issued 4,520,000 units at a price of $0.50
      per unit. Each unit consisted of one common share and one half a common share
      purchase warrant. Each full warrant is exercisable for one common share at
      $0.75
      per share on or before April 30, 2009. The private placement was undertaken
      entirely outside the United States pursuant to Regulation S. The Company filed
      a
      registration statement covering the re-sale of the shares and shares underlying
      the warrants on August 3, 2007. The SEC made this registration statement
      effective on August 16, 2007.





The
      Company also
      received a subscription of $30,000 for 60,000 units at a price of $0.50 per
      unit
      through a private placement undertaken entirely outside the United States
      pursuant to an exemption under Regulation S. Each such unit consisted of one
      common share and one half a common share purchase warrant. Each full warrant
      is
      exercisable for one common share at $0.75 per share on or before April 30,
      2009.
      The Company filed a registration statement covering the re-sale of the shares
      and shares underlying the warrants on August 3, 2007. The SEC made this
      registration statement effective on August 16, 2007.





The
      Company accrued share issuance expense of $72,800 as a finder’s fee for
      introduction to subscribers who purchased 2,080,000 units for a total investment
      of $1,040,000 in the above private placements. The Company subsequently paid
      this finder’s fee in cash and also issued to the finder a warrant to purchase
      145,600 shares at $0.50 per share on or before April 30, 2009.





Quarter
      ended July 31, 2007





A
      private
      placement which commenced in the quarter ended April 30, 2007 (disclosed above)
      in the amount of $30,000
      for 60,000 units at $0.50 per unit was fully closed in the quarter ended July
      31, 2007. Each unit consists of one common share and one half a common share
      purchase warrant. Each full warrant is exercisable for one common share at
      $0.75
      per share on or before April 30, 2009.




-15-
 
  **PACIFIC
        COPPER CORP.**
 **(FORMERLY
          GATE-1 FINANCIAL, INC.)**
 **(AN
          EXPLORATION STAGE** **MINING
          COMPANY)**
 **Notes
          to Financial Statements**
 **October
          31, 2007 and 2006**
 **(Amounts
          expressed in US Dollars)**
  **5.**
                **Issuance
                    of Common Shares****(Cont’d)**
 
 The
          Company, through private placements, issued 1,590,000 units at $0.50 per
          unit.
          Each unit consisted of one common share and one half a common share purchase
          warrant. Each full warrant is exercisable for one common share at $0.75
          per
          share on or before April 30, 2009.
 
 The
          Company paid a
          cash
          share issuance expense of $43,750 as a finder’s fee for introduction to
          subscribers purchasing 1,250,000 units for a total investment of $625,000
          in the
          above private placements. The Company also issued to the finder a warrant
          to
          purchase 87,500 shares at $0.50 per share on or before April 30,
          2009.
 
 On
          June
          1, 2007, the Company entered into an agreement with Sweetwater Capital
          Corporation (“Sweetwater”) for a term of 24 months to provide financial public
          relations, business promotion, business growth and development consulting
          services, including consultation regarding mergers and acquisitions, and
          general
          business consultation. The Company will pay Sweetwater $4,000 per month
          plus
          1,000,000 restricted shares of the Company's common stock that will be
          earned in
          equal installments of 250,000 shares on December 1, 2007, March 1, 2008,
          June 1,
          2008 and September 1, 2008. The said 1,000,000 shares of restricted common
          stock
          of the Company were tendered in one certificate on June 1, 2007. The consultant
          must return any unearned shares upon early termination of the agreement.
 
 On
          June
          1, 2007, the Company entered into a consulting agreement with Greatrek
          Trust SA
          (“Greatrek”) for a term of fifteen months to provide advice on financial
          matters, business growth and development, and general business consultation.
          The
          Company will pay Greatrek 1,000,000 restricted shares of the Company's
          common
          stock that will be earned in equal installments of 250,000 shares on December
          1,
          2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000
          shares of
          restricted Common stock of the Company were tendered in one certificate
          on June
          1, 2007. The consultant must return any unearned shares upon early termination
          of the agreement.
 
 On
          June
          1, 2007, the Company entered into a consulting agreement with Scharfe Holdings
          Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
          matters, business growth and development, and general business consultation.
          The
          Company will pay Scharfe 1,000,000 restricted shares of the Company's common
          stock that will be earned in equal installments of 250,000 shares on December
          1,
          2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000
          shares of
          restricted Common stock of the Company were tendered in one certificate
          on June
          1, 2007. The consultant must return any unearned shares upon early termination
          of the agreement.
  -16-
  **PACIFIC
          COPPER CORP.**
 **(FORMERLY
          GATE-1 FINANCIAL, INC.)**
 **(AN
          EXPLORATION STAGE** **MINING
          COMPANY)**
 **Notes
          to Financial Statements**
 **October
          31, 2007 and 2006**
 **(Amounts
          expressed in US Dollars)**
 
 **6.**
                **Stock
                    Purchase Warrants**
 
 On
          August
          22, 2007 the Company entered into an agreement with Kriyah Consultants
          LLC
          ("Kriyah") for the performance of certain administrative and management
          services. Upon execution of the Kriyah Agreement, the Company issued to
          Kriyah
          1,000,000 common share purchase warrants where each warrant is exercisable
          into
          one common share of the Company at the price of $0.60 until August 22,
          2012. On
          October 10, 2007 Kriyah assigned 500,000 of the warrants to Andrew A. Brodkey
          President and CEO of the Company. The warrants will vest beginning on August
          22,
          2007 over a period of two years at the rate of 250,000 Warrants every 6
          months.
          The fair value of the warrant was estimated on the grant date using the
          Black-Scholes option-pricing model. For the year ended October 31, 2007,
          the
          Company expensed $21,093 as compensation expense on issue of warrants.
          There was
          $192,801 of unrecognized expense related to non-vested warrants. The fair
          value
          of the warrant was calculated using the following weighted average
          assumptions:
  Risk
          free
          rate of 4.5%, volatility factor 50%, expected dividends 0% and forfeiture
          rate
          0%. The grant date fair value of each warrant was $ 0.21
  Number of
                  Warrants
                  Granted
                
                Exercise Prices
                
                Expiry Date$Outstanding
                    at November 1, 2005 and average exercise price
                
                
                -
                
                
                -
                
                
                -Granted
                    in year 2006
                
                
                -
                
                
                -
                
                
                -Outstanding
                    at October 31, 2006 and average exercise price
                
                
                -
                
                
                -
                
                
                -Granted
                    in year 2007
                
                
                1,000,000
                
                
                0.60
                
                
                8/22/2012Granted
                    in year 2007
                
                
                3,085,000
                
                
                0.75
                
                
                4/30/2009Granted
                    in year 2007
                
                
                233,100
                
                
                0.50
                
                
                4/30/2009Exercised
                
                
                -
                
                
                -Forfeited
                
                
                -
                
                
                -Cancelled
                
                
                -
                
                
                -Outstanding
                    at October 31, 2007 and average exercise price
                
                
                4,318,100
                
                
                0.70Exercisable
                    at October 31, 2007
                
                
                3,568,100
 
 The
          warrants do not confer upon the holders any rights or interest as a shareholder
          of the Company.
  -17-
  **P** **ACIFIC
          COPPER CORP.**
 **(FORMERLY
          GATE-1 FINANCIAL, INC.)**
 **(AN
          EXPLORATION STAGE** **MINING
          COMPANY)**
 **Notes
          to Financial Statements**
 **October
          31, 2007 and 2006**
 **(Amounts
          expressed in US Dollars)**
  **7****.**
                **Stock
                    based compensation**
  On
          August
          8, 2006, the Board of Directors approved stock option plan ("2006 Stock
          Option
          Plan"), the purpose of which is to enhance the Company's stockholder value
          and
          financial performance by attracting, retaining and motivating the Company's
          officers, directors, key employees, consultants and its affiliates and
          to
          encourage stock ownership by such individuals by providing them with a
          means to
          acquire a proprietary interest in the Company's success through stock ownership.
          Under the 2006 Stock Option Plan, officers, directors, employees and consultants
          who provide services to the Company may be granted options to acquire common
          shares of the Company. Options may have a term of up to10 years. The total
          number of shares reserved for issuance under the 2006 Stock Option Plan
          is
          5,000,000.
  During
          the year ended October 31, 2007, the Board granted the following stock
          options:
 
 a)
                On
                    May 14, 2007, stock options to purchase 250,000 common shares
                    at an
                    exercise price of $0.50/per share, were issued to five Officers/
                    Directors
                    of the Company for an aggregate of 1,250,000 options.
 
 b)
                On
                    May 14, 2007, stock options to purchase 50,000 common shares
                    at a price of
                    $0.50 per share were issued to two consultants for an aggregate
                    of 100,000
                    options.
 
 c)
                On
                    May 14, 2007, stock options to purchase 100,000 common shares
                    at a price
                    of $0.50 per share were issued to a
                    consultant.
 
 The
          above
          options described in (a), (b) and (c) were granted in accordance with the
          terms
          of the Company’s 2006 Stock Option Plan and shall vest at the rate of 1/12 each
          month until fully vested. Should any of the above parties leave their position
          or be discharged from the Company, no further vesting will take place as
          of the
          date they leave or are discharged. All of the options granted were for
          a term of
          5 years.
 
 d)
                On
                    May 14, 2007, stock options to purchase 100,000 common shares
                    at an
                    exercise price of $0.50 per share were issued to two directors
                    of the
                    Company and a former chief financial officer of the Company For
                    an
                    aggregate of 300,000 options. These options were granted in accordance
                    with the terms of the Company’s 2006 Stock Option Plan and shall vest at
                    the rate of 1/12 each month until fully vested. The options granted
                    have a
                    term of 5 years.
  -18-
  **PACIFIC
          COPPER CORP.**
 **(FORMERLY
          GATE-1 FINANCIAL, INC.)**
 **(AN
          EXPLORATION STAGE** **MINING
          COMPANY)**
 **Notes
          to Financial Statements**
 **October
          31, 2007 and 2006**
 **(Amounts
          expressed in US Dollars)**
  **7****.**
                **Stock
                    based compensation-cont’d**
  e)
                On
                    July 20, 2007, stock options to purchase 100,000 common shares
                    at a price
                    of $0.50 per share were issued to a consultant. The options granted
                    shall
                    vest at the rate of 50,000 options on July 20, 2008 and the balance
                    50,000
                    options on July 20, 2009. The options granted were for a term
                    of 5
                    years.
 
 f)
                On
                    July 20, 2007, stock options to purchase 150,000 common shares
                    at an
                    exercise price of $0.50 per share were issued to a
                    director.
 
 The
          options referred to in f) were granted in accordance with the terms of
          the
          Company’s 2006 Stock Option Plan and shall vest at the rate of 1/12 each month
          until fully vested. The options granted have a term of 5 years.
 
 g)
                On
                    August 1, 2007, stock options to purchase 1,700,000 common shares
                    at an
                    exercise price of $0.50 per share were issued to the Company’s new CEO.
                    200,000 options vested on August 1, 2007 and the balance options
                    vest at
                    66,666 options per month commencing January 1,
                    2008.
 
 h)
                On
                    August 9, 2007, stock options to purchase 650,000 common shares
                    at an
                    exercise price of $0.51 per share were issued to the Company’s two
                    directors for 250,000 options each, and to one director for 150,000
                    options. These options vest at the rate of 1/12 each month until
                    fully
                    vested. The options granted have a term of 5
                    years.
  The
          Company has adopted SFAS123 (Revised) commencing July 1, 2005.
 
 The
          fair
          value of each grant was estimated at the grant date using the Black-Scholes
          option-pricing model. The Black-Scholes option pricing model requires the
          use of
          certain assumptions, including expected terms, expected volatility, expected
          dividends and risk-free interest rate to calculate the fair value of stock-based
          payment awards. The assumptions used in calculating the fair value of stock
          option awards involve inherent uncertainties and the application of management
          judgment.
  -19-
  **PACIFIC
          COPPER CORP.**
 **(FORMERLY
          GATE-1 FINANCIAL, INC.)**
 **(AN
          EXPLORATION STAGE** **MINING
          COMPANY)**
 **Notes
          to Financial Statements**
 **October
          31, 2007 and 2006**
 **(Amounts
          expressed in US Dollars)**
  **7****.**
                **Stock
                    based compensation-cont’d**
 
 For the
          year
          ended October 31, 2007, the Company has recognized in its financial statements,
          stock-based compensation costs as per the following details. The fair value
          of
          each option used for the purpose of estimating the stock compensation is
          based
          on the grant date using the Black-Scholes option pricing model with the
          following weighted average assumptions:
 
 Date
                    of grant
                
                14-May
                
                20-Jul
                
                1-Aug
                
                9-Aug2007
                
                2007
                
                2007
                
                2007
                
                TotalRisk
                    free rate
                
                
                4.50
                %
                
                4.50
                %
                
                4.50
                %
                
                4.50
                %Volatility
                    factor
                
                
                50
                %
                
                50
                %
                
                50
                %
                
                50
                %Expected
                    dividends
                
                
                0
                %
                
                0
                %
                
                0
                %
                
                0
                %Forfeiture
                    rate
                
                
                0
                %
                
                0
                %
                
                0
                %
                
                0
                %Expected
                    life
                
                
                5
                    years
                
                
                5
                    years
                
                
                5
                    years
                
                
                5
                    yearsExercise
                    price
                
                $
                0.50
                
                $
                0.50
                
                $
                0.50
                
                $
                0.51Total
                    number of options granted
                
                
                1,750,000
                
                
                250,000
                
                
                1,700,000
                
                
                650,000
                
                
                4,350,000Grant
                    date fair value
                
                $
                0.24
                
                $
                0.24
                
                $
                0.24
                
                $
                0.24Stock-based
                    compensation cost expensed during the year ended October31,
                    2007
                
                $
                197,178
                
                $
                13,705
                
                $
                48,100
                
                $
                35,591
                
                $
                294,574Unexpended
                    Stock -based compensation cost deferred over the vesting
                    period
                
                $
                223,699
                
                $
                46,420
                
                $
                360,752
                
                $
                119,059
                
                $
                749,930
 
 As
          of
          October 31, 2007 there was $749,930 of unrecognized expenses related to
          non-vested stock-based compensation arrangements granted. The stock-based
          compensation expense for the years ended October 31, 2007 and October 31,
          2006
          was $294,574 and $nil respectively.
 
 The
          following table summarizes the options outstanding as at October 31,
          2007:
 
 Option Price
                
                Number of sharesExpiry Date
                
                Per Share
                
                2007
                
                2006May
                    14, 2012
                
                
                0.50
                
                
                1,750,000
                
                
                -July
                    20, 2012
                
                
                0.50
                
                
                250,000
                
                
                -August
                    1, 2012
                
                
                0.50
                
                
                1,700,000
                
                
                -August
                    9, 2012
                
                
                0.51
                
                
                650,000
                
                
                -4,350,000
                
                
                -Weighted
                    average exercise price at end of year
                
                0.50
                
                
                -




-20-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**7****.**
            **Stock
                based compensation-cont’d**




Number
                of Shares2007
            
            2006Outstanding,
                beginning of year
            
            
            -
            
            
            -Granted
            
            
            4,350,000
            
            
            -Expired
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Cancelled
            
            
            -
            
            
            -Outstanding,
                end of year
            
            
            4,350,000
            
            
            -Exercisable,
                end of year
            
            
            1,075,000
            
            
            -




**8** **.**  **Commitments
      and Contingencies**




The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp., a private company owned by an officer of the Company, for consulting
      services commencing September 1, 2006, at a rate of $7,500 per month plus
      reimbursement of expenses incurred with respect to the operation of the
      administration of the Corporation. On January 17, 2008 Medallion Capital Corp.
      submitted notice of termination of the consulting service agreement in
      anticipation of Kriyah Consulting LLC assuming these services to the
      Company.




On
      June
      4, 2007, the Company executed an agreement with a drilling company to complete
      a
      minimum of 5,000 feet of diamond drilling during the 2007 field season on the
      Company’s Mazama Project located in Okanagan County, Washington State, USA.




-21-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**8.**
                **Commitments
                    and
                    Contingencies-cont’d**





On
      June
      1, 2007, the Company entered into an agreement with Sweetwater Capital
      Corporation, a private company with a director in common with the Company
      (“Sweetwater”) for a term of 24 months to provide financial public relations,
      business promotion, business growth and development consulting services,
      including consultation regarding mergers and acquisitions, and general business
      consultation. The Company will pay Sweetwater $4,000 per month plus 1,000,000
      restricted shares of the Company's common stock that will be earned in equal
      installments of 250,000 shares on December 1, 2007, March 1, 2008, June 1,
      2008
      and September 1, 2008. The said 1,000,000 shares of restricted Common stock
      of
      the Company were tendered in one certificate on June 1, 2007. The consultant
      must return any unearned shares upon early termination of the agreement. Either
      the consultant or the Company may terminate the agreement with or without cause
      upon sixty (60) days written notice to the other provided that the Company
      may
      not give notice of cancellation before January 1, 2007.





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement. Either the consultant or the Company may terminate the
      agreement with or without cause upon thirty (30) days written notice to the
      other provided that the Company may not give notice of cancellation before
      September 1, 2007.





On
      June
      1, 2007, the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement. Either the consultant or the Company may terminate the
      agreement with or without cause upon thirty (30) days written notice to the
      other provided that the Company may not give notice of cancellation before
      September 1, 2007.





-22-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**8.**
                **Commitments
                    and
                    Contingencies-cont’d**





On
      April
      19, 2007, the Company executed an agreement dated as of April 11, 2007 (the
      “Peru Agreement”) with David Hackman, a director of the Company, on behalf of a
      corporation to be formed in Peru which, prior to closing, will own certain
      mineral claims located in Peru. On December 17, 2007, Pacific Copper Corp.
      (the
“Company”) completed the acquisition of Pacific Copper Peru SRL, a limited
      partnership organized under the laws of Peru (“Peru SRL”) pursuant to the Share
      Exchange Agreement among the Company, Peru SRL and the former partners of Peru
      SRL dated as of April 11, 2007 (refer to note 13(a) subsequent
      events).





On
      April
      19, 2007 the Company executed an agreement dated as of April 11, 2007 (the
      “Chile Agreement”) with Harold Gardner, a director of the Company, on behalf of
      a corporation to be formed in Chile which, prior to closing, will own certain
      mineral claims located in Chile. On January 8, 2008, Pacific Copper Corp. (the
      “Company”) acquired Sociedad Pacific Copper Chile Limitada, a limited liability
      partnership organized under the laws of Chile (“Pacific LTDA”) pursuant to a
      Share Exchange Agreement entered into as of April 11, 2007 (the “Chile
      Agreement”) between the Company and the former partners of Pacific LTDA. (refer
      to note 13(b) subsequent events).





On
      August
      9, the Company and Andrew A. Brodkey executed an employment agreement pursuant
      to which the Company has retained Mr. Brodkey as President and Chief Executive
      Officer. The Employment Agreement has a two-year term commencing on August
      1,
      2007, unless terminated earlier pursuant to the terms of the Employment
      Agreement. Mr. Brodkey’s base salary is $132,000 per year. Upon certain events
      of termination Mr. Brodkey would be entitled to a maximum of one year’s salary
      as a severance payment. Under the employment agreement, Mr. Brodkey is permitted
      to pursue other business opportunities.





On
      August
      22, 2007 the Company entered into an agreement with Kriyah Consultants LLC
      ("Kriyah") for the performance of certain administrative and management
      services.  The Kriyah Agreement has an initial term of two years and is
      then automatically renewable.  Either party may terminate the Kriyah
      Agreement upon 60 days prior written notice. Under the Kriyah Agreement, Kriyah
      received an initial payment of $57,504 and will receive payments of $4000
      each month thereafter. In order to facilitate the retaining of Kriyah, the
      Company guaranteed a lease agreement for the office space used by Kriyah in
      Tucson, Arizona. The Company’s maximum obligation under the lease guarantee, as
      of October 31, 2007, would be $363,442. in the event of a lease default with
      full acceleration of rent. Kriyah’s Manager, Andrew A. Brodkey, is also the
      President and CEO of the Company. (See note 9(E))





On
      September 1, 2007, the Company entered into a Payroll Service Agreement with
      Kriyah Consultants LLC (“Kriyah”) to administer payroll and health insurance
      benefits to Andrew A. Brodkey, President and CEO of the Company, as contemplated
      in his Employment Agreement with the Company dated August 1, 2007 (“Employment
      Agreement”). The Company shall reimburse Kriyah monthly for all direct costs for
      wages, covered by the Employment Agreement and health benefits provided by
      Kriyah and invoiced to the Company for Mr. Brodkey.





-23-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**8.**
            **Commitments
                and Contingencies-cont’d**





On
      August
      16, 2007 the Company entered into an agreement with HydroGeophysics Inc. (“HGI”)
      Pursuant to this agreement, HGI will provide certain mineral exploration,
      analytical and consulting services to the Company, as requested from time to
      time. These services relate to the Company’s South American subsidiaries. The
      Company will be invoiced on a monthly basis for services rendered on the
      projects.




**9.**
            **Related
                Party Transactions**




The
      following transactions are in the normal course of operations and are measured
      at the exchange amount, which is the amount of consideration established and
      agreed to by the related parties.




A)
            During
                the year ended October 31, 2007, the Board granted the following
                stock
                options to its directors and
                officers:





a)
            On
                May 14, 2007, stock options to purchase 250,000 common shares at
                an
                exercise price of $0.50/per share were issued to five Officers/ Directors
                of the Company.


These
      options were granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      All of the options granted were for a term of 5 years.





b)
            On
                May 14, 2007, stock options to purchase 100,000 common shares at
                an
                exercise price of $0.50 per share were issued to two directors of
                the
                Company and a former chief financial officer of the Company. These
                options
                were granted in accordance with the terms of the Company’s 2006 Stock
                Option Plan and shall vest at the rate of 1/12 each month until fully
                vested. The options granted have a term of 5
                years.




c)
            On
                July 20, 2007, stock options to purchase 150,000 common shares at
                an
                exercise price of $0.50 per share were issued to a director. The
                options
                were granted in accordance with the terms of the Company’s 2006 Stock
                Option Plan and shall vest at the rate of 1/12 each month until fully
                vested. The options granted have a term of 5
                years.




d)
            On
                August 1, 2007, stock options to purchase 1,700,000 common shares
                at an
                exerciseprice
                of $0.50 per share were issued to the Company’s new CEO. 200,000 options
                vested on August 1, 2007 and the balance options vest at 66,666 options
                per month commencing January 1,
                2008.





e)
                On
                    August 9, 2007, stock options to purchase 650,000 common shares
                    at an
                    exerciseprice
                    of $0.50 per share were issued to the Company’s two directors for 250,000
                    options each, and to one director for 150,000 options. These
                    options vest
                    at the rate of 1/12 each month until fully vested. The options
                    granted
                    have a term of 5 years.




f)
            During
                the years ended October 31, 2007, and October 31, 2006, the Company
                expensed $90,000 and $15,000 respectively to Medallion Capital Corp.,
                a
                private corporation owned by an officer of the Company for consulting
                services.





-24-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**9.**
            **Related
                Party Transactions-cont’d**




C)
            David
                Hackman, a director of the Company has provided consulting services
                to the
                Company and a total of $37,500 was accrued to his company Sage Associates
                for the year ended October 31, 2007. This amount was paid subsequent
                to
                the year end. Mr. Hackman was a 50% partner in Peru SRL and received
                2,425,000 share of the Company for his interest in Peru SRL (refer
                to
                subsequent events note 13(a))





D)
            Harold
                Gardner a director of the Company has provided consulting services
                to the
                Company and a total of $37,500 was accrued to his company Pro Business
                Trust for th year ended October 31, 2007. This amount was paid subsequent
                to the year end. The Company also loaned $763,000 to Gareste LTDA
                a
                Chilean company 50% owned by Mr. Gardner for exploration work to
                be
                carried out on mineral properties being acquired by the Company.
                The
                Company received expense details relating to these exploration
                expenditures prior to October 31, 2007 in the amount of $763,000
                and has
                expensed this amount on the financial statements. Also, Mr. Harold
                Gardner, was a partner of Pacific LTDA and received 2,425,000 Shares
                of
                the Company for his interest in Pacific LTDA (refer to subsequent
                events
                note 13(b)).





E)
            Andrew
                A. Brodkey, President, CEO, Director and Chairman of the Board of
                Directors, was paid $11,000 by the Company and $27,276 by Kriyah
                including
                benefits billed to the Company during the year ended October 31,
                2007. Mr.
                Brodkey was assigned 500,000 Warrants, from Kriyah, to purchase Common
                shares of the Company at $0.60 per share on or before August 22,
                2012.





F)
            Jodi
                Henderson, Assistant Secretary and officer of the Company, is an
                employee
                of Kriyah and was paid $1,666 by the Company and $3,406 by Kriyah,
                including payroll burden and benefits that was billed to the Company
                during the year ended October 31,
                2007.





G)
            The
                Company expensed $10,491 for services rendered to the Company by
                Rakesh
                Malhotra, the CFO of the Company, during the year ended October 31,
                2007.





-25-




**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**







**10.**
            **Income
                Taxes**




The
      Company's current and deferred income taxes are as follows:




2007
            
            2006Loss
                before income taxes
            
            $
            (2,940,779
            )
            $
            (647,453
            )Add
                back: Non deductible expenses
            
            
            294,594
            
            
            -Loss
                for Income Tax
            
            
            (2,646,205
            )
            
            (647,453
            )Expected
                income tax recovery at the statutory rates of 33.5% (2006 –
                33.5%)
            
            $
            (886,478
            )
            $
            (216,890
            )Valuation
                allowance
            
            
            886,478
            
            
            216,896Provision
                for income taxes
            
            $
            -
            
            $
            -




The
      Company has deferred income tax assets as follows:





2007
            
            2006Net
                operating loss carry forward
            
            $
            1,106,699
            
            $
            220,220Valuation
                allowance for deferred income tax assets
            
            
            (1,106,699
            )
            
            (220,220
            )Deferred
                income taxes
            
            $
            -
            
            $
            -




As
      of
      October 31, 2007, the Company had approximately $ 3,303,579
      of net operating loss carry forwards which are not yet assessed by the taxation
      authorities, available to offset future taxable incomes which expire as
      follows:




2024
            
            $
            8,7432025
            
            $
            1,1782026
            
            $
            647,4532027
            
            $
            2,646,205$
            3,303,579




**11.**
            **Deferred
                Stock Compensation**





The
      Company issued 1,000,000 restricted common shares each to three consultants,
      for
      a total of 3,000,000 common shares valued at $1,500,000. The Company expensed
      proportionate consulting expenses of $437,501 and the balance of $1,062,499
      is
      reflected as a deferred stock compensation expense under shareholders’ equity in
      the balance sheet.




-26-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**




**12.**
            **Changes
                in directors and officers**





The
      Company accepted the resignation of Todd Montgomery as President and Chief
      Executive Officer on August 3, 2007. There
      were no disagreements between the Company and Mr. Montgomery with respect to
      the
      Company’s operations, policies or practices. The Board agreed that the
      termination date of Todd Montgomery’s 250,000 options be extended for the full 5
      year term as originally granted and not terminated because of his resignation.
      Andrew A. Brodkey became President and CEO of the Company as of August 3, 2007,
      and was appointed to fill a vacancy on the Board of Directors and made Chairman
      of the Board as of August 9, 2007.





The
      Company accepted the resignation of Brent Walter as a Director on August 3,
      2007. There were no disagreements between the Company and Mr. Walter with
      respect to the Company’s operations, policies or practices. The Board agreed
      that the termination of Brent Walter’s 100,000 options be extended for the full
      5 year term as originally granted and not terminated because of his resignation.
      The Company appointed David Hackman, Harold Gardner and George Orr to fill
      vacancies on the Board of Directors as of August 9, 2007.





On
      April
      30, 2007, Mr. Orr resigned as the Chief Financial Officer of the Company and
      subsequently accepted appointment to fill a vacancy on its board of directors
      on
      August 9, 2007. There were no disagreements between the Company and Mr. Orr
      with
      respect to the Company’s operations, policies or practices. Mr. Orr’s options
      were extended for the full five-year term as originally granted and not
      terminated because of his resignation. Mr. Rakesh Malhotra was appointed the
      CFO
      of the Company on April 30, 2007.




**13.**
            **Subsequent
                Events**





a)
      On
      December 17, 2007, Pacific Copper Corp. (the “Company”) completed the
      acquisition of Pacific Copper Peru SRL, a limited liability partnership
      organized under the laws of Peru (“Peru SRL”) pursuant to the Share Exchange
      Agreement among the Company, Peru SRL and the former partners of Peru SRL dated
      as of April 11, 2007 (the “Peru Agreement”). Pursuant to the Peru Agreement, the
      Company issued 4,850,000 shares (the “Consideration Shares”) of the Company’s
      common stock to the partners of Peru SRL as consideration for the acquisition
      of
      Peru SRL. As a result of the closing, Peru SRL became a subsidiary of the
      Company.





As
      of the
      date of this report, Peru SRL has no material assets. The Consideration Shares
      were issued in escrow subject to a Closing and Escrow Agreement dated December
      14, 2007 among the Company, Peru SRL and the former partners of Peru SRL (the
      “Closing Agreement”). Pursuant to the terms of the Closing Agreement, the former
      partners of Peru SRL must satisfy certain post-closing items, including the
      transfer of mineral claims as contemplated in the Peru Agreement prior to the
      release of the Consideration Shares from escrow.




-27-


**PACIFIC
      COPPER CORP.**


**(FORMERLY
      GATE-1 FINANCIAL, INC.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**Notes
      to Financial Statements**


**October
      31, 2007 and 2006**


**(Amounts
      expressed in US Dollars)**





**13.**
            **Subsequent
                Events-Cont’d**





b)
      On
      January 8, 2008, Pacific Copper Corp. (the “Company”) acquired Sociedad Pacific
      Copper Chile Limitada, a limited liability partnership organized under the
      laws
      of Chile (“Pacific LTDA”) pursuant to a Share Exchange Agreement entered into as
      of April 11, 2007 (the “Chile Agreement”) between the Company and the former
      partners of Pacific LTDA. Pursuant to the Chile Agreement the Company issued
      6,088,452 of its common shares to the former partners of Pacific LTDA as
      consideration for the acquisition (the “Consideration Shares”). Mr. Harold
      Gardner, a member of the Company’s Board of Directors and a former partner of
      Pacific LTDA, received 2,425,000 Consideration Shares. As a result of the
      acquisition, Pacific LTDA became a subsidiary of the Company.




As
      of the
      date of this Report, the Company does not consider the Chile Claims to be
      material assets. That assessment may change after further exploration of the
      Chile Claims.





At
      the
      closing the Amended and Restated Share Exchange Agreement and the Closing and
      Escrow Agreement were both amended reducing the number of Consideration Shares
      from 6,150,000 to 6,088,452. The number of Consideration Shares paid to Eduardo
      Esteffan were reduced from 2,425,000 to 2,363,452 to compensate for the 1%
      interest in Pacific LTDA that he retained.





The
      Consideration Shares were issued in escrow subject to a Closing and Escrow
      Agreement dated January 8, 2008 among the Company, Pacific LTDA and the former
      partners of Pacific LTDA (the “Closing Agreement”). Pursuant to the terms of the
      Closing Agreement, the former partners of Pacific LTDA must satisfy certain
      post-closing items prior to the release of the Consideration Shares from
      escrow.




c)
      O n
      November 20, 2007 the Company advanced $225,000 to Gareste LTDA for exploration
      work to be incurred on the mineral claims in Chile and Peru on properties
      acquired or to be acquired subsequent to the year end (refer to note 13 (a)
      and
      (b) as above)





d)
      On
      January 3, 2008, the Company accepted a Promissory Note in the amount of
      $225,000 from Gareste LTDA affiliated with the sellers under the Peru Agreement.
      The Note is due on or before March 31, 2007. This Note replaces all Promissory
      Notes outstanding.





e)
      On
      December 28, 2007, the Company guaranteed to Sociedad Pacific Copper Chile
      Limitada, full and timely payment of all amounts due pursuant to the lease
      of
      certain mining claims identified as La Guanaca claims, and performance of all
      of
      the obligations under a Mining Lease Agreement assigned to the Company. Under
      the terms of the lease the Company is obligated to pay $2,000 per
      month.





f)
      On Jan
      8, 2008 Eduardo Esteffan was appointed as director of the Chile
      subsidiary.





**14.**
            **Geographic
                location of assets**





Except
      for Cash and Cash equivalent for $204,867 located in Canada, all assets in
      the
      financial statements are located in the United States of America.





-28-