CERTIFICATION





OF CHIEF
FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a)/15d-14(a)


UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED





Exhibit
31.2





I, Rakesh
Malhotra, certify that:





1.  I
have reviewed this Annual Report on Form 10-KSB of Pacific Copper Corp.
(“Pacific Copper” or the “small business issuer”) for the fiscal year ended
October 31, 2008;





2.  Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;





3.  Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of Pacific Copper as
of, and for, the periods presented in this annual report;





4.  Pacific
Copper's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for Pacific Copper and have:





a)  Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;





b)  Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;





c)  Evaluated
the effectiveness of the small business issuer's disclosure controls and
procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and


d)  Disclosed
in this report any change in Pacific Copper's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the
small business issuer’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting;
and










5.
Pacific Copper’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to Pacific
Copper's auditors and the audit committee of Pacific Copper's board of directors
(or persons performing the equivalent functions):





a)  All
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and





b)  Any
fraud, whether or not material, that involves management or other employees who
have a significant role in Pacific Copper’s internal control over financial
reporting.





Dated:
January 26, 2009





/s/ Rakesh MalhotraRakesh
      Malhotra, Chief Financial Officer(Chief
      Financial Officer of Pacific Copper
Corp.)





A signed
original of this written statement required by Section 906 has been provided to
Pacific Copper Corp. and will be retained by Pacific Copper Corp. and furnished
to the Securities and Exchange Commission or its staff upon
request.


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