**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      QUARTERLY PERIOD ENDED APRIL 30, 2008





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      TRANSITION PERIOD FROM ________ TO __________





REGISTRATION
      NUMBER _________________





**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
            [  
]




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 April 30,
                2008Common Shares $ .0001 par
              value
            
            43,241,527
















**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**




INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS




APRIL30,
      2008




(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




**** **CONTENTS**




Interim
                  Consolidated Balance Sheets as of April 30, 2008 (unaudited) and
                  October
                  31, 2007 (audited)
              3Interim
                  Consolidated Statements of Operations for the six months and three
                  months
                  ended April 30, 2008and
                  April 30, 2007 and the period from Inception (May 18, 1999) to
                  April 30,
                  2008
              4Interim
                  Consolidated Statements of Changes in Stockholders' Equity for
                  the six
                  months endedApril
                  30, 2008 and the year ended October 31, 2007.
              5Interim
                  Consolidated Statements of Cash Flows for the six months ended
                  April 30,
                  2008and
                  April 30, 2007.
              6Condensed
                  Notes to Interim Consolidated Financial Statements
              7-18




-
          2
          -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Consolidated Balance Sheets as at


April
      30,
      2008 and October 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited
      - Prepared by Management)


April
                  30,
              
              October
                  31,2008
              
              2007(unaudited)
              
              (audited)$
              
              $**ASSETS****Current**Cash
                  and cash equivalents
              
              
              594,505
              
              
              1,617,344Prepaid
                  expenses and other receivables
              
              
              153,237
              
              
              72,148**Total
                  Current Assets**
              
              
              747,742
              
              
              1,689,492**Plant
                  and Equipment, net**(note
                  4)
              
              
              184,529
              
              
              38,206**Mining
                  claims**(note
                  8)
              
              
              600
              
              
              -**Total
                  Assets**
              
              
              932,871
              
              
              1,727,698**LIABILITIES****Current**Accounts
                  payable
              
              
              62,159
              
              
              314,047Accrued
                  professional fees
              
              
              7,000
              
              
              20,000Other
                  accrued liabilities
              
              
              138,023
              
              
              23,265**Total
                  Current Liabilities**
              
              
              207,182
              
              
              357,312**Minority
                  Interest (note 3)**
              
              
              55,046
              
              
              -**Going
                  Concern (note 2)****Commitments
                  and Contingencies (note 9)****Related
                  Party Transactions (note 10)****STOCKHOLDERS'
                  EQUITY****Capital
                  Stock**(note
                  5)Preferred
                  stock, $0.0001 par value, 50,000,000 shares authorized,
                  Nilissued
                  and outstanding (October 31, 2007 - nil)
              
              
              **-**
              
              
              -Common
                  stock, $0.0001 par value, 200,000,000 shares authorized,
                  43,241,527issued
                  and outstanding (October 31, 2007 -29,145,932)
              
              
              4,324
              
              
              2,915**Additional
                  Paid-in Capital**
              
              
              13,016,207
              
              
              6,028,123**Deferred
                  stock compensation**(note
                  12)
              
              
              (537,499
              )
              
              (1,062,499
              )**Stock
                  subscription receivable**
              
              
              (175,000
              )
              
              **-****Accumulated
                  Other Comprehensive Income**
              
              
              367
              
              
              **-****Deficit
                  Accumulated During the Exploration Stage**
              
              
              (11,637,756
              )
              
              (3,598,153
              )**Total
                  Stockholders' Equity**
              
              
              670,643
              
              
              1,370,386**Total
                  Liabilities and Stockholders' Equity**
              
              
              932,871
              
              
              1,727,698




The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements




-
          3
          -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Consolidated Statements of Operations


For
      the
      six months and three months ended April 30, 2008 and April 30, 2007 and the


Period
      from Inception (May 18, 1999) to April 30, 2008


(Amounts
      expressed in US Dollars)


(Unaudited
      - Prepared by Management)


For
                    the
                
                For
                    the
                
                For
                    the
                
                For
                    thesix
                    months
                
                six
                    months
                
                three
                    months
                
                three
                    monthsCumulative
                
                ended
                
                ended
                
                ended
                
                endedsince
                
                April
                    30,
                
                April
                    30,
                
                April
                    30,
                
                April
                    30,inception
                
                2008
                
                2007
                
                2008
                
                2007$
                
                $
                
                $
                
                $
                
                $**Operating
                    Expenses**General
                    and administration (note 12)
                
                
                3,056,615
                
                
                1,603,939
                
                
                202,817
                
                
                843,551
                
                
                142,203Project
                    expenses (note 11)
                
                
                3,099,007
                
                
                899,731
                
                
                68,132
                
                
                193,068
                
                
                955Mineral
                    claims acquisitioncost
                    expense (note 8)
                
                
                5,523,871
                
                
                5,523,871
                
                
                -
                
                
                -
                
                
                -Amortization
                
                
                13,030
                
                
                12,321
                
                
                237
                
                
                7,774
                
                
                148**Total
                    Operating Expenses**
                
                
                11,692,523
                
                
                8,039,862
                
                
                271,186
                
                
                1,044,393
                
                
                143,306**Loss
                    from Operations**
                
                
                (11,692,523
                )
                
                (8,039,862
                )
                
                (271,186
                )
                
                (1,044,393
                )
                
                (143,306
                )Other
                    income-interest
                
                
                54,508
                
                
                -
                
                
                5,539
                
                
                -
                
                
                2,076**Loss
                    before Income Taxes**
                
                
                (11,638,015
                )
                
                (8,039,862
                )
                
                (265,647
                )
                
                (1,044,393
                )
                
                (141,230
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Minority
                    Interest
                
                
                259
                
                
                259
                
                
                -
                
                
                259
                
                
                -**Net
                    Loss**
                
                
                (11,637,756
                )
                
                (8,039,603
                )
                
                (265,647
                )
                
                (1,044,134
                )
                
                (141,230
                )**Loss
                    per share-Basic and Diluted**
                
                
                
                
                
                (0.22
                )
                
                (0.01
                )
                
                (0.03
                )
                
                (0.01
                )**Weighted
                    Average Common Shares****Outstanding**
                
                
                
                
                
                36,601,101
                
                
                18,469,413
                
                
                40,119,463
                
                
                19,026,719




The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements




-
          4
          -




**PACIFIC
        COPPER CORP.**
 **(FORMERLY
        GATE-1 FINANCIAL, INC.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 Interim
        Consolidated Statements of Changes in Stockholders’ Equity
 From
        Inception (May 18, 1999) to April 30, 2008
 (Amounts
        expressed in US Dollars)
 (Unaudited
        - Prepared by Management)





Common
                Stock
            
            
            
            
            
            
            
            
            
            
            
            Deficit
              Accumulated
            
            
            
            
            
            Accumulated
              OtherNumber
              of
                Shares
            
            
            Amount
              $
            
            
            Additional
              Paid-in
              Capital
              $
            
            
            Deferred
              Stock
              Compensation
              $
            
            
            Stock
              Subscription
              Receivable
              $
            
            
            during
                the
              Exploration
              Stage
              $
            
            
            Comprehensive
              Income
              (Loss)
              $
            
            
            Comprehensive
              Income
              (Loss)
              $
            
            
            Total
              Stockholders'
              EquityCommon
                stock issued on inception
            
            
            1
            
            
            
            
            
            1
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1Common
                shares issued for nil consideration
            
            
            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
            )
            
            
            
            
            
            
            
            (8,743Balance,
                October 31, 2004
            
            
            7,605,932
            
            
            761
            
            
            7,982
            
            
            -
            
            
            
            
            
            (8,743
            )
            
            
            
            
            
            
            
            -Contributed
                Services
            
            
            
            
            
            
            
            
            1,178
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,178Net
                Loss
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            
            
            
            (1,178
            )
            
            
            
            
            
            
            
            (1,178Balance
                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
            )
            
            
            
            
            
            
            
            (647,453Balance,
                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
                Issuance cost
            
            
            
            
            
            
            
            
            (72,800
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (72,800Common
                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
            )
            
            
            
            
            
            
            
            (2,940,779Balance
                October 31, 2007
            
            
            29,145,932
            
            
            2,915
            
            
            6,028,123
            
            
            (1,062,499
            )
            
            
            
            
            (3,598,153
            )
            
            
            
            
            
            
            
            1,370,386Common
                stock issued on acquisition of Peru subsidiary
            
            
            4,850,000
            
            
            485
            
            
            2,424,515
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,425,000Common
                stock issued on acquisition of Chile subsidiary
            
            
            6,088,452
            
            
            608
            
            
            3,043,617
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            3,044,225Common
                shares issued for cash
            
            
            3,157,143
            
            
            316
            
            
            1,027,334
            
            
            
            
            
            (175,000
            )
            
            
            
            
            
            
            
            
            
            
            852,650Stock
                based compensation
            
            
            -
            
            
            -
            
            
            439,144
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            
            
            
            
            439,144Compensation
                expense on issue of warrants
            
            
            -
            
            
            -
            
            
            53,474
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            
            
            
            
            53,474Amortization
                of deferred stock compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            525,000
            
            
            
            
            
            -
            
            
            
            
            
            
            
            
            525,000Foreign
                currency translation
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            367
            
            
            367
            
            
            367Net
                Loss for the six months ended April 31, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (8,039,603
            )
            
            (8,039,603
            )
            
            
            
            
            (8,039,603
            )Balance
                April 30, 2008
            
            
            43,241,527
            
            
            4,324
            
            
            13,016,207
            
            
            (537,499
            )
            
            (175,000
            )
            
            (11,637,756
            )
            
            (8,039,236
            )
            
            367
            
            
            670,643




The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements




-
          5
          -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


Interim
      Consolidated Statements of Changes in Stockholders’ Equity


From
      Inception (May 18, 1999) to April 30, 2008


(Amounts
      expressed in US Dollars)


(Unaudited
      - Prepared by Management)




CumulativeSince
              
              April
                  30,
              
              April
                  30,Inception
              
              2008
              
              2007**Cash
                  Flows from Operating Activities**Net
                  Loss
              
              
              (11,637,756
              )
              
              (8,039,603
              )
              
              (265,647
              )Adjustment
                  for:Amortization
              
              
              13,030
              
              
              12,321
              
              
              237Stock
                  based compensation
              
              
              733,718
              
              
              439,144
              
              
              -Compensation
                  expense on issue ofwarrants
              
              
              74,567
              
              
              53,474
              
              
              -Expenses
                  credited to Additional Paid-inCapital
              
              
              9,921
              
              
              **-**
              
              
              -Shares
                  issued for mineral claims
              
              
              5,969,225
              
              
              5,469,225
              
              
              **-**Shares
                  issued for services
              
              
              962,501
              
              
              525,000
              
              
              -Changes
                  in non-cash working capitalPrepaid
                  expenses
              
              
              (153,237
              )
              
              (81,089
              )
              
              4,641Accounts
                  payable
              
              
              62,159
              
              
              (251,888
              )
              
              (32,052
              )Accrued
                  liabilities
              
              
              145,023
              
              
              101,758
              
              
              (4,013
              )Minority
                  Interest
              
              
              55,046
              
              
              55,046
              
              
              -Net
                  cash used in operating activities
              
              
              (3,765,803
              )
              
              (1,716,612
              )
              
              (296,834
              )**Cash
                  Flows from Investing Activities**Acquisition
                  of plant and equipment
              
              
              (197,559
              )
              
              (158,644
              )
              
              (965
              )Acquisition
                  of mineral claims
              
              
              (600
              )
              
              (600
              )
              
              -Net
                  cash used in investing activities
              
              
              (198,159
              )
              
              (159,244
              )
              
              (965
              )**Cash
                  Flows from Financing Activities**Issuance
                  of common shares for cash (net)
              
              
              4,558,100
              
              
              852,650
              
              
              2,556,000Net
                  cash provided by financing activities
              
              
              4,558,100
              
              
              852,650
              
              
              2,556,000**Effect
                  of foreign currency exchange rate changes**
              
              
              367
              
              
              367
              
              
              -**Net
                  increase (decrease) in Cash and Cash
                  equivalents**
              
              
              594,505
              
              
              (1,022,839
              )
              
              2,258,201**Cash-
                  beginning of period**
              
              
              **-**
              
              
              1,617,344
              
              
              378,979**Cash
                  - end of period**
              
              
              594,505
              
              
              594,505
              
              
              2,637,180**Supplemental
                  Cash Flow Information**Interest
                  paid
              
              
              **-**
              
              
              -
              
              
              -Income
                  taxes paid
              
              
              **-**
              
              
              -
              
              
              -




The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements




-
          6
          -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**1.**
            **Basis
                of Presentation**


The
      accompanying unaudited financial statements do not include all the information
      and footnotes required by generally accepted accounting principles for complete
      financial statements. In
      the
      opinion of management, all adjustments (consisting of recurring accruals)
      considered necessary for fair presentation have been included. Operating results
      for the interim period are not necessarily indicative of the results that may
      be
      expected for the year ended October 31, 2008. Interim financial statements
      should be read in conjunction with the company’s annual audited financial
      statements.





The
      interim consolidated financial statements include the accounts of Pacific Copper
      Corp. (the “Company” ) and its subsidiaries, Pacific Copper Peru SRL, a limited
      liability partnership (99% owned by the Company) (“Peru SRL”) and Sociedad
      Pacific Copper Chile Limitada, a limited liability partnership (99% owned by
      the
      Company) (“Pacific LTDA”). All material inter-company accounts and transactions
      have been eliminated.




**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. 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 $8,039,603
      for the six month period ended April 30, 2008. This loss includes a non-cash
      loss for $5,523,871 relating to non-capitalization and expensing of mineral
      claims relating to acquisition of Peru SRL and Pacific LTDA (note 3). At April
      30, 2008, the Company had an accumulated deficit during the exploration stage
      of
      $11,637,756. The Company has funded operations through the issuance of capital
      stock. During the year ended October 31, 2007, the Company raised $3,234,450.
      During the six months ended April 30, 2008 the Company raised an additional
      $852,650 (net of offering costs). Management's plan is to continue raising
      additional funds through future equity or debt financing until it achieves
      profitable operations from mineral extraction activities.




**3.**
            **Nature
                of Business and Operations**




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, if feasible, extraction
      of
      minerals.




On
      December 17, 2007, Pacific Copper completed the acquisition of 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, as amended (the “Peru
      Agreement”).




-
          7
          -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**3.**
            **Nature
                of Business and Operations-Cont’d**





Pursuant
      to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
      common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company. The Peru 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, prior
      to the release of the Peru Consideration Shares from escrow. As of the date
      of
      this report, the Peru Consideration Shares remain in escrow.





On
      January 8, 2008, Pacific Copper acquired Pacific LTDA pursuant to a Share
      Exchange Agreement entered into as of April 11, 2007 (the “Chile Agreement”), as
      amended, 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 (the
      “Chile Consideration Shares”) to the former partners of Pacific LTDA as
      consideration for the acquisition of 99% of Pacific LTDA. As a result of the
      acquisition, Pacific LTDA became a subsidiary of the Company. The Chile
      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 Chile Consideration Shares from
      escrow. As of the date of this report, the Chile Consideration Shares remain
      in
      escrow.





**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


April
                  30, 2008
              
              October
                  31, 2007Accumulated
              
              
              
              AccumulatedCost
              
              Depreciation
              
              Cost
              
              Depreciation$
              
              $
              
              $
              
              $Office,
                  furniture and fixtures
              
              
              386
              
              
              94
              
              
              386
              
              
              58Computer
                  equipment
              
              
              5,987
              
              
              878
              
              
              2,644
              
              
              521Operating
                  equipment
              
              
              191,186
              
              
              12,058
              
              
              35,885
              
              
              130197,559
              
              
              13,030
              
              
              38,915
              
              
              709Net
                  carrying amount
              
              $
              184,529
              
              
              
              
              $
              38,206




-
          8
          -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





**2007**





Three
      months ended January 31, 2007





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





Three
      months ended April 30, 2007





The
      Company issued 2,000,000 common shares through a private placement 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.





Three
      months 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.




-
          9
          -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**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 and
      issued 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 and are deemed to be delivered as of that date. 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 issued to 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 and are deemed to be delivered as of that date. 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 issued to 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 and are deemed to be delivered as of that date. The consultant must
      return any unearned shares upon early termination of the agreement.




Three
      months ended October 31, 2007




The
      Company did not raise any capital during the three month period ended October
      31, 2007




-
          10
          -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**5.**
            **Issuance
                of Common Shares-Cont’d**





**2008**





Three
      months ended January 31, 2008





On
      December 17, 2007, Pacific Copper completed the acquisition of 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 of the Company’s
      common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company. The Peru 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 “Peru Closing Agreement”). Pursuant to the terms of the Peru Closing
      Agreement, the former partners of Peru SRL must satisfy certain post-closing
      items, prior to the release of the Peru Consideration Shares from escrow, which
      has not yet occurred. The Company capitalized $200 and expensed the balance
      consideration of $2,424,800 relating to the issue of shares for acquisition
      of
      mineral properties of Peru SRL, calculated at $0.50 per share (note 8). As
      of
      the date of this report, the Peru Consideration Shares remain in
      escrow.





On
      January 8, 2008, Pacific Copper acquired 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 (the “Chile
      Consideration Shares”) to the former partners of Pacific LTDA as consideration
      for the acquisition of 99% of Pacific LTDA. As a result of the acquisition,
      Pacific LTDA became a subsidiary of the Company. The Chile 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 “Chile Closing Agreement”). Pursuant to the terms of the Chile Closing
      Agreement, the former partners of Pacific LTDA must satisfy certain post-closing
      items prior to the release of the Chile Consideration Shares from escrow, which
      has not yet occurred. The Company capitalized $400 and expensed the balance
      consideration of $3,043,826 relating to the acquisition of mineral properties
      of
      Pacific LTDA as project expense, calculated at $0.50 per share (note 8). As
      of
      the date of this report, the Chili Consideration Shares remain in
      escrow.





Three
      months ended
      April 30, 2008





The
      Company, through private placements, issued 3,157,143
      units at a price of $0.35 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 $0.50 per share on or before April 30, 2010. The private
      placement was undertaken entirely outside the United States pursuant to
      Regulation S. The Company accrued share issuance expense of $77,350 as a
      finder’s fee for introduction to subscribers who purchased 3,157,143 units for a
      total investment of $1,105,000 in the above private placements. The Company
      also
      issued to the finder a warrant to purchase 45,000 shares at $0.50 per share
      on
      or before April 30, 2010.




-
          11
          -




**P** **ACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**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.
      The
      warrants vest on a schedule that began on August 22, 2007 and continues over
      a
      period of two years at the rate of 250,000 Warrants every 6 months. The fair
      value of the warrants 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. During the six month
      period ended April 30,2008, the Company expensed $53,474 as compensation expense
      on issue of warrants. There was $139,327 of unrecognized expense related to
      non-vested warrants.


Number ofWarrantsGranted
              
              Exercise Prices
              
              Expiry DateOutstanding
                  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
              
              
              4,318,000
              
              
              0.70Granted
                  in year 2008
              
              
              1,623,571
              
              
              0.50
              
              
              4/30/2010Outstanding
                  at April 30, 2008 and average exercise price
              
              
              5,941,671
              
              
              0.65




The
      warrants do not confer upon the holders any rights or interest as a shareholder
      of the Company




**7.**
            **Stock
                Based Compensation**




During
      the six
      month
      period ended April 30, 2008, the Board granted the following stock
      options:





a)
            On
                February 20, 2008, stock options to purchase 250,000 common shares
                at an
                exercise price of $0.40 per share were issued to a consultant. These
                options were granted in accordance with the terms of the Company’s 2006
                Stock Option Plan and shall vest immediately on date of grant. These
                options were granted for a term of 2
                years.




b)
            In
                March 1, 2008, the Board granted stock options to a consultant to
                purchase
                100,000 common shares and to another two consultants to purchase
                10,000
                common shares each. The Board also granted stock options to employees
                of
                Kriyah Consultants LLC, who perform administrative and geological
                services
                for the Company in the following amounts: two persons received options
                to
                purchase 70,000 common shares each, three persons received options
                to
                purchase 50,000 common shares each and two persons received options
                to
                purchase 40,000 common shares each. The foregoing option grants totaled
                490,000 options. The exercise price for all these options was $0.50
                per
                share. These options were granted in accordance with the terms of
                the
                Company’s 2006 Stock Option Plan and shall vest 50% at the end of year one
                commencing grant of options and the balance 50% at the end of year
                two
                commencing grant of the options.





For
      the
      six month period ended April 30, 2008, 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:




-
          12
          -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**7.**
            **Stock
                Based Compensation****-Cont’d**





Date
                of grant
            
            14-May
            
            20-Jul
            
            1-Aug
            
            9-Aug
            
            20-Feb
            
            1-Mar2007
            
            2007
            
            2007
            
            2007
            
            2008
            
            2008
            
            TotalRisk
                free rate
            
            
            4.50
            %
            
            4.50
            %
            
            4.50
            %
            
            4.50
            %
            
            5.00
            %
            
            5.00
            %Volatility
                factor
            
            
            50
            %
            
            50
            %
            
            50
            %
            
            50
            %
            
            100
            %
            
            98
            %Expected
                dividends
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Forfeiture
                rate
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Expected
                life
            
            
            5
                years
            
            
            5
                years
            
            
            5
                years
            
            
            5
                years
            
            
            2
                years
            
            
            5
                yearsExercise
                price
            
            $
            0.50
            
            $
            0.50
            
            $
            0.50
            
            $
            0.51
            
            $
            0.40
            
            $
            0.50Total
                number of options granted
            
            
            1,750,000
            
            
            250,000
            
            
            1,700,000
            
            
            650,000
            
            
            250,000
            
            
            490,000
            
            
            5,090,000Grant
                date fair value
            
            $
            0.24
            
            $
            0.24
            
            $
            0.24
            
            $
            0.24
            
            $
            0.22
            
            $
            0.27Stock-based
                compensation cost expensed during the six month period ended April
                30,
                2008
            
            $
            208,709
            
            $
            23,853
            
            $
            64,133
            
            $
            76,689
            
            $
            54,618
            
            $
            11,142
            
            $
            439,144Unexpended
                Stock -based compensation cost deferred over the vesting
                period
            
            $
            14,990
            
            $
            22,567
            
            $
            296,619
            
            $
            42,370
            
            
            nil
            
            $
            122,561
            
            $
            499,107





As
      of
      April 30, 2008 there was $499,107 of unrecognized expenses related to non-vested
      stock-based compensation arrangements granted. The stock-based compensation
      expense for the six month period ended April 30, 2008 was $439,144.





**8.
      Mining Claims**




a) On
      December 17, 2007, Pacific Copper acquired 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, as amended (the “Peru Agreement”). Pursuant to
      the Peru Agreement, the Company issued 4,850,000 shares of the Company’s common
      stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company.





The
      Company expensed $2,449,295, relating to the issue of 4,850,000 common shares
      calculated at $0.50 per common share and the allocation of minority interest
      for
      $24,495 net of capitalization for $200 for mineral property claims. Property
      acquisition costs relating to the exploration properties are being expensed
      until the economic viability of the project is determined and proven and
      probable reserves, if any, quantified. In the absence of proven and probable
      reserves, the Company is unable to allocate
      any economic values to the claims. Pursuant to this acquisition the Company
      acquired interest in the following mineral claims which were capitalized at
      $100
      each:





Tonalia
      (subject to the completion of the formal documentation)


Don
      Javier (subject to the completion of formal documentation)




-
          13
          -




**P** **ACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**8.**
            **Mining
                Claims-Cont’d**





The
      Company does not consider either of the foregoing mineral claims to be material
      assets at this time, but our assessment may change after further work is done
      on
      the properties





b)
      On
      January 8, 2008, Pacific Copper acquired Pacific LTDA pursuant to a Share
      Exchange Agreement entered into as of April 11, 2007 (the “Chile Agreement”), as
      amended, 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 (the
      “Chile Consideration Shares”) to the former partners of Pacific LTDA as
      consideration for the acquisition of 99% of Pacific LTDA. As a result of the
      acquisition, Pacific LTDA became a subsidiary of the Company.





The
      Company expensed $3,074,576, relating to the issue of 6,088,452 common shares
      calculated at $0.50 per common share and the allocation of minority interest
      for
      $30,750 net of capitalization for $400 for mineral property claims. Property
      acquisition costs relating to the exploration properties are being expensed
      until the economic viability of the project is determined and proven and
      probable reserves, if any, quantified. In the absence of proven and probable
      reserves, the Company is unable to allocate
      any economic values to the claims. Pursuant to this acquisition the Company
      acquired interest in the following mineral claims which were capitalized at
      $100
      each:





Carrera
      Pinto


Carrizal


Cerro
      Blanco


La
      Guanaca





The
      Company does not consider the foregoing mineral claims to be material assets
      at
      this time, but our assessment may change after further work is done on the
      properties.




**9****.**
            **Commitments
                and Contingencies**




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.




-
          14
          -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**9.**  **Commitments
      and Contingencies-Cont’d**




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 issued to 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 and are deemed to be delivered as of that date. 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 issued to 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 and are deemed to be delivered as of that date. 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
      April
      19, 2007, the Company executed an agreement dated as of April 11, 2007 with
      David Hackman, a director of the Company, on behalf of a corporation to be
      formed in Peru which, prior to closing, would then own certain mineral claims
      located in Peru. On December 17, 2007, Pacific Copper completed the acquisition
      of 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





On
      April
      19, 2007 the Company executed an agreement dated as of April 11, 2007 with
      Harold Gardner, a director of the Company, on behalf of a corporation to be
      formed in Chile which, prior to closing, would then own certain mineral claims
      located in Chile. On January 8, 2008, Pacific Copper acquired Pacific LTDA
      pursuant to a Share Exchange Agreement entered into as of April 11, 2007 between
      the Company and the former partners of Pacific LTDA.





On
      August
      9, 2007 the Company and Andrew A. Brodkey executed an employment agreement
      pursuant to which the Company retained Mr. Brodkey as President and Chief
      Executive Officer. The Employment Agreement has a two-year term that commenced
      on August 1, 2007 and will continue until August 1, 2009 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 April
      30, 2008, would be $301,138 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.




-
          15
          -




**P** **ACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**9****.**
            **Commitments
                and Contingencies-Cont’d**




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.





On
      August
      16, 2007 the Company entered into an agreement with Hydro Geophysics 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. Pacific Copper will be invoiced on a monthly basis for services
      rendered on the projects.





On
      February 12, 2008, the Company’s subsidiary, Pacific LTDA, entered into an
      Operator Agreement (the “Chile Operator Agreement”) with Gareste Limitada, a
      limited liability partnership organized under the laws of Chile (“Gareste”).
      Pursuant to the Chile Operator Agreement Gareste will prepare and submit
      proposed annual work programs and accompanying budgets to Pacific LTDA covering
      the exploration and, if warranted, development of certain mineral concessions
      held by Pacific LTDA. Gareste will provide comprehensive management services
      and
      contract for transportation, labor, insurance and logistical services for all
      approved programs. Gareste’s overhead reimbursement and compensation will be
      specified in each proposed budget and subject to approval by Pacific LTDA.
      The
      Chile Operator Agreement is terminable by either party upon 90-days’ prior
      notice. Harold Gardner, a member of the Company’s board of directors, is a
      partner in Gareste.





On
      February 12, 2008 The Company’s subsidiary, Peru SRL entered into an Operator
      Agreement (the “Peru Operator Agreement”) with Inversiones Mineras Stiles, a
      limited liability partnership organized under the laws of Peru (“Stiles”).
      Pursuant to the Peru Operator Agreement Stiles will prepare and submit proposed
      annual work programs and accompanying budgets to Peru SRL covering the
      exploration and, if warranted, development of certain mineral concessions held
      by Peru SRL. Stiles will provide comprehensive management services and contract
      for transportation, labor, insurance and logistical services for all approved
      programs. Stiles’ overhead reimbursement and compensation will be specified in
      each proposed budget and subject to approval by Peru SRL.





On
      February 28, 2008 the Company entered into an agreement with Michael A. McClave
      (‘Consultant’). Pursuant to this agreement, Consultant will provide certain
      mineral exploration, geological and consulting services to the Company, as
      requested from time to time. Pacific Copper will be invoiced on a monthly basis
      for services rendered on the projects. Either party can terminate this agreement
      by giving 30 days notice with or without cause.




-
          16
          -




**P** **ACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**10.**
            **Related
                Party Transactions**




The
      following transactions were undertaken 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 six month period ended April 30, 2008, the Company expensed stock
                based compensation for $475,682 relating to the vesting of the following
                stock options issued in year 2007 and 2008 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 each of three Officers/
                Directors of the Company.


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 each of two directors
                of
                the Company and a former chief financial officer of the Company.


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.


d)
            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.


e)
            On
                August 9, 2007, stock options to purchase 650,000 common shares at
                an
                exercise price of $0.50 per share were issued to the Company’s two
                directors (250,000 options each), and to one director (150,000 options).


f)
            On
                March 1, 2008, stock options to purchase 50,000 common shares at
                an
                exercise price of $0.50 per share were issued to the Company’s
                officer.




B)
            During
                the six month period ended April 30, 2008, the Company paid $22,500
                to
                Medallion Capital Corp., a private corporation owned by a former
                officer
                of the Company for consulting services. The officerresigned
                effective February 1. 2008





C)
            A
                director of the Company provided consulting services to the Company
                and a
                total of $45,000 was expensed to his company, Sage Associates, for
                the
                six-month period ended April 30, 2008.





D)
            A
                director of the Company provided consulting services to the Company
                and a
                total of $45,000 was expensed to his company, Pro Business Trust,
                for the
                six-month period ended April 30, 2008.





E)
            The
                President, CEO, Director and Chairman of the Board of Directors of
                the
                Company, was paid $68,479 by Kriyah, including benefits billed to
                the
                Company during the six-month period ended April 30, 2008.





F)
            The
                Secretary of the Company is an employee of Kriyah and was paid $9,413
                by
                Kriyah, including payroll burden and benefits that was billed to
                the
                Company during the six-month period ended April 30,
                2008.





G)
            The
                Company’s expensed $5,500 for payment to the CFO for the six month period
                ended April 30, 2008.






-
          17
          -




**P** **ACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**April
      30, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**11.**
            **Project
                expenses**




During
      the six-month period ended April 30, 2008, the Company incurred project related
      expenses on the following mineral claims in Chile, Peru and USA:




Tonalia
                  (Peru)
              
              $
              -Don
                  Javier (Peru)
              
              $
              224,914Carrera
                  Pinto (Chile)
              
              $
              322,854Carrizal
                  (Chile)
              
              $
              162,513Cerro
                  Blanco (Chile)
              
              $
              63,181La
                  Guanaca (Chile)
              
              $
              113,846Mazama
                  (USA)
              
              $
              12,423Total
              
              $
              899,731


The
      above
      expenses include consulting, claims, equipment rentals, contract labor, field
      wages, photography and other project related expenses.




**12.**
            **General
                and administration
                expenses**


General
        and administration expense for the six months ended April 30, 2008 include
        the
        following:
  Non-cash
                  compensation expense relating to the issue of options and
                  warrants
              
              $
              492,618Non
                  cash expense relating to the amortization of deferred stock compensation
                  relating to issue of stock to consultants
              
              $
              525,000Investor
                  Relations
              
              $
              24,000Legal
                  and audit
              
              $
              127,324Office,
                  payroll and other general expenses
              
              $
              434,997Total
              
              $
              1,603,939




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




a)
      Subsequent issuances of stock options


On
      May
      15, 2008, the Company granted stock options to a consultant to purchase 200,000
      common shares at an exercise price of $0.35 per share. These options were
      granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
      shall vest on the third month from the date of grant. These options were granted
      for a term of 2 years.





b)
      Subsequent receipt of subscription for stock


In
      June,
      2008 the Company through private placement received subscriptions for 325,714
      units at a price of $0.35 per unit. Each unit consists of one common share
      and
      one half share purchase warrant. Each full warrant is exercisable for one common
      share at $0.50 per share for a period of 2 years from the date of the closing
      of
      the private placement.





c)
      Subsequent commitments


On
      May
      15, 2008, the Company entered into a consulting and professional services
      agreement with Jehcorp Inc. (‘Consultant’). Pursuant to this agreement,
      Consultant agrees to provide and perform for the benefit of the Company certain
      expert technical consulting services, specifically including, but not limited
      to, the preparation of a Canadian National Instrument NI-43-101 Technical Report
      for various properties owned or controlled by the Company and its subsidiaries
      in Peru and Chile. The Company will be invoiced on a monthly basis for services
      rendered and the Consultant was advanced $5,000.




d)
      Advance to related parties


In
      May
      and June 2008, the Company advanced against demand promissory notes, a total
      of
      $285,000 to Zoro Mining Corp., a related Company through common
      directors.




-
          18
          -





**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**




**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**




**FOR
      THE THREE AND SIX MONTH PERIOD ENDED APRIL 30, 2008**








**Discussion
      of Operations & Financial Condition**


**Three
      and Six month Period ended April 30, 2008**





Pacific
      Copper Corp .
      is in
      the exploration stage and has not yet realized revenues from any operations.
      The
      Company has incurred a loss of $8,039,603 for the six-month period ended April
      30, 2008. This loss includes a non-cash loss for $5,523,871 relating to non
      capitalization and expensing of mineral claims relating to acquisition of our
      Peru and Chile subsidiaries. At April 30, 2008, the Company had an accumulated
      deficit during the exploration stage of $11,637,756. The Company has funded
      operations through the issuance of capital stock. During the year ended October
      31, 2007, the Company raised $3,234,450. During the six months ended April
      30,
      2008, the Company raised an additional $852,650 (net of offering expenses).
      Management's plan is to continue raising additional funds through future equity
      or debt financing until it achieves profitable operations from mineral
      extraction activities.





The
      Company’s major endeavor during the six-month period ended April 30, 2008 has
      been its acquisitions of subsidiaries in Peru and Chile.




On
      December 17, 2007, Pacific Copper completed the acquisition of 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, as amended (the “Peru
      Agreement”).





Pursuant
      to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
      common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company. The Peru 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, prior
      to the release of the Peru Consideration Shares from escrow. As of the date
      of
      this report, the Peru Consideration Shares remain in escrow.





On
      January 8, 2008, Pacific Copper acquired 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 (the “Chile
      Consideration Shares”) to the former partners of Pacific LTDA as consideration
      for the acquisition of 99% of Pacific LTDA. As a result of the acquisition,
      Pacific LTDA became a subsidiary of the Company. The Chile 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 Chile Consideration Shares from escrow. As of the date of
      this report, the Chile Consideration Shares remain in escrow.





Having
      acquired our mineral claims in Peru and Chile, we are now moving forward to
      evaluate the financial needs to explore the properties and to implement
      exploration programs.




-
          19
          -





**SELECTED
      INFORMATION**


Three
                  months ended
              
              Three
                  months endedApril
                  30, 2008
              
              April
                  30, 2007Revenues
              
              $
              Nil
              
              $
              NilNet
                  Loss
              
              $
              1,044,134
              
              $
              141,230Loss
                  per share-basic and diluted
              
              $
              (0.03
              )
              $
              (0.01
              )Six
                months ended
              
              
              Six
                  months endedApril
                30, 2008
              
              
              April
                  30, 2007Revenues
              
              $
              Nil
              
              $
              NilNet
                  Loss
              
              $
              8,039,603
              
              $
              265,647Loss
                  per share-basic and diluted
              
              $
              (0.22
              )
              $
              (0.01
              )As
                  at
              
              
              As
                  atApril
                  30, 2008
              
              
              October
                  31, 2007Total
                  Assets
              
              $
              932,871
              
              $
              1,727,698Total
                  Liabilities
              
              $
              207,182
              
              $
              357,312Cash
                  dividends declared per share
              
              
              Nil
              
              
              Nil


The
      total
      assets as of April 30, 2008 includes cash and cash equivalents of $594,505,
      prepaid expenses of $153,237 capital assets of $184,529 and mineral claims
      for
      $600. The total assets as of October 31, 2007 include cash and cash equivalents
      of $1,617,344, prepaid expenses of $72,148, and capital assets of $38,206.





**Revenues**





No
      revenue was generated by the Company’s operations during the three-month and
      six-month period ended April 30, 2008 and April 30, 2007.





**Net
      Loss**





The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Expenses. 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 is in its early stages of exploration and unable to allocate any
      economic values beyond the proven and probable reserves. In the absence of
      proven and probable reserves, acquisition costs to date are considered to be
      impaired and accordingly, have been written off. 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.




-
          20
          -





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 six-month period ended April 30, 2008 is general
      and administrative expense of $1,603,939, as compared with $202,817 for the
      six
      month period ended April 30, 2007. General and administrative expense represents
      approximately 19.9% of the total operating expense for the six month period
      ended April 30, 2008. The increase in this expense is mainly due to increase
      in
      professional, consulting, office and general and non cash compensation expense
      relating to the issue of options and warrants for $492,618 and non cash expense
      relating to the amortization of deferred stock compensation relating to issue
      of
      stock to consultants for $525,000.





(b) Project
      Expense





Included
      in operating expenses for the six month period ended April 30, 2008 is project
      expenses of $899,731 as compared with $68,132 for the six month period ended
      April 30, 2007. Project expense represents approximately 11.2 % of the total
      operating expense for the six month period ended April 30, 2008. The major
      reason for the increase in project expense relates to consulting, claims,
      equipment rentals, contract labor, field wages, photography and other project
      related expenses incurred during the six-month period on mineral claims in
      Chile
      and Peru.




(c) Mineral
      claims acquisition cost expense





a) On
      December 17, 2007, Pacific Copper acquired 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, as amended (the “Peru Agreement”). Pursuant to
      the Peru Agreement, the Company issued 4,850,000 shares of the Company’s common
      stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company. The Company expensed
      $2,449,295, relating to the issue of 4,850,000 common shares calculated at
      $0.50
      per common share and the allocation of minority interest for $24,495 net of
      capitalization for $200 for mineral property claims. Property acquisition costs
      relating to the exploration properties are being expensed until the economic
      viability of the project is determined and proven and probable reserves
      quantified. In the absence of proven and probable reserves, the Company is
      unable to allocate any economic values to the claims. The Company does not
      consider either of the following mineral claims to be material assets at this
      time, but our assessment may change after further work is done on the
      properties. Pursuant to this acquisition the Company acquired interest in the
      following mineral claims which were capitalized at $100 each:





Tonalia
      (subject to the completion of the formal documentation)


Don
      Javier (subject to the completion of formal documentation)





b)
      On
      January 8, 2008, Pacific Copper acquired Pacific LTDA pursuant to a Share
      Exchange Agreement entered into as of April 11, 2007 (the “Chile Agreement”), as
      amended, 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 (the
      “Chile Consideration Shares”) to the former partners of Pacific LTDA as
      consideration for the acquisition of 99% of Pacific LTDA. As a result of the
      acquisition, Pacific LTDA became a subsidiary of the Company. The Company
      expensed $3,074,576, relating to the issue of 6,088,452 common shares calculated
      at $0.50 per common share and the allocation of minority interest for $30,750
      net of capitalization for $400 for mineral property claims. Property
      acquisition costs relating to the exploration properties are being expensed
      until the economic viability of the project is determined and proven and
      probable reserves quantified. In the absence of proven and probable reserves,
      the Company is unable to allocate
      any economic values to the claims. The Company does not consider any of the
      following mineral claims to be material assets at this time, but our assessment
      may change after further work is done on the properties. Pursuant to this
      acquisition the Company acquired interest in the following mineral claims which
      were capitalized at $100 each:





Carrera
      Pinto


Carrizal


Cerro
      Blanco


La
      Guanaca




-
          21
          -




**Liquidity
      and Capital Resources**





The
      following table summarizes the company’s cash flows for the six-month
      period:




April
                30, 2008
            
            April
                30, 2007Cash
              used in operating activities
            
            $
            (1,716,612
            )
            $
            (296,834
            )Cash
              used in investing activities
            
            $
            (159,244
            )
            $
            (965
            )Cash
              provided by financing activities
            
            $
            852,650
            )
            
            2,556,000




As
      at
      April 30, 2008 the Company had working capital of $540,560. During the six-month
      period ended April 30, 2008, the Company invested $158,644 in acquisition of
      equipment and capitalized mineral claims for $600.





The
      Plant
      and equipment as on April 30, 2008 is $184,529.





**Critical
      Accounting Policies**





The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States of America, 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.





Acquisition,
      Exploration and Evaluation Expenditures







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 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. When it has been determined that a
      mineral property can be economically developed as a result of establishing
      proven and probable reserves, if ever, 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 April 30, 2008 and April
      30,
      2007.




-
          22
          -




**Contractual
      Obligations and Commercial Commitments**





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 and has issued
      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 and are deemed
      to be delivered as of that date . 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 issued to 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 and are deemed to be delivered as of that date. 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 issued to 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 and are deemed to be delivered as of that date. 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
      April
      19, 2007, the Company executed an agreement dated as of April 11, 2007 with
      David Hackman, a director of the Company, on behalf of a corporation to be
      formed in Peru which, prior to closing, would then own certain mineral claims
      located in Peru. On December 17, 2007, Pacific Copper completed the acquisition
      of 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.





On
      April
      19, 2007 the Company executed an agreement dated as of April 11, 2007 with
      Harold Gardner, a director of the Company, on behalf of a corporation to be
      formed in Chile which, prior to closing, would then own certain mineral claims
      located in Chile. On January 8, 2008, Pacific Copper acquired Pacific LTDA
      pursuant to a Share Exchange Agreement entered into as of April 11, 2007 between
      the Company and the former partners of Pacific LTDA.





On
      August
      9, 2007, 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.




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          23
          -





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 April 30, 2008, would be $301,138 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.





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.





On
      August
      16, 2007 the Company entered into an agreement with Hydro Geophysics 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. Pacific Copper will be invoiced on a monthly basis for services
      rendered on the projects.





On
      February 12, 2008, the Company’s subsidiary, Pacific LTDA, entered into an
      Operator Agreement (the “Chile Operator Agreement”) with Gareste Limitada, a
      limited liability partnership organized under the laws of Chile (“Gareste”).
      Pursuant to the Chile Operator Agreement Gareste will prepare and submit
      proposed annual work programs and accompanying budgets to Pacific LTDA covering
      the exploration and, if warranted, development of certain mineral concessions
      held by Pacific LTDA. Gareste will provide comprehensive management services
      and
      contract for transportation, labor, insurance and logistical services for all
      approved programs. Gareste’s overhead reimbursement and compensation will be
      specified in each proposed budget and subject to approval by Pacific LTDA.
      The
      Chile Operator Agreement is terminable by either party upon 90-days’ prior
      notice. Harold Gardner, a member of the Company’s board of directors, is a
      partner in Gareste.





On
      February 12, 2008 the Company’s subsidiary, Peru SRL entered into an Operator
      Agreement (the “Peru Operator Agreement”) with Inversiones Mineras Stiles, a
      limited liability partnership organized under the laws of Peru (“Stiles”).
      Pursuant to the Peru Operator Agreement Stiles will prepare and submit proposed
      annual work programs and accompanying budgets to Peru SRL covering the
      exploration and, if warranted, development of certain mineral concessions held
      by Peru SRL. Stiles will provide comprehensive management services and contract
      for transportation, labor, insurance and logistical services for all approved
      programs. Stiles’ overhead reimbursement and compensation will be specified in
      each proposed budget and subject to approval by Peru SRL.





On
      February 28, 2008 the Company entered into an agreement with Michael A. McClave
      (“Consultant”) Pursuant to this agreement, Consultant will provide certain
      mineral exploration, geological and consulting services to the Company, as
      requested from time to time. Pacific Copper will be invoiced on a monthly basis
      for services rendered on the projects. Either party can terminate this agreement
      by giving 30 days notice with or without cause.





We
      expect
      to contract all work on the Mining claim properties to independent contractors
      in the foreseeable future until we have discovered a commercial ore body or
      abandoned the property. We have no permanent employees. 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.




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          -




***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.




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 the
      president 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.




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          25
          -





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.





**SUBSEQUENT
      EVENTS**







a )
      Subsequent issuances of stock options





On
      May
      15, 2008, the Company granted stock options to a consultant to purchase 200,000
      common shares at an exercise price of $0.35 per share. These options were
      granted in accordance with the terms of the Company’s 2006 Stock Option Plan and
      shall vest on the third month from the date of grant. These options were granted
      for a term of 2 years.





b)
      Subsequent receipt of subscription for stock




On
      June
      6, 2008 the Company through private placement received subscriptions for 325,714
      units at a price of $0.35 per unit. 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 $0.50 per share for a period of 2 years from the date of
      closing of the private placement..





c)
      Subsequent commitments





On
      May
      15, 2008 the Company entered into a consulting and professional services
      agreement with Jehcorp Inc. (‘Consultant’). Pursuant to this agreement,
      Consultant agrees to provide and perform for the benefit of the Company certain
      expert technical consulting services, specifically including, but not limited
      to, the preparation of a Canadian National Instrument NI-43-101 Technical Report
      for various properties owned or controlled by the Company and its subsidiaries
      in the countries of Peru and Chile. The Company will be invoiced on a monthly
      basis for services rendered and the Consultant was advanced $5,000.


d)
        Advance to related parties
  In
        May
        and June 2008, the Company advanced against demand promissory notes, a total
        of
        $285,000 to Zoro Mining Corp., a related Company through common
        directors.




**DISCLOSURE
      AND FINANCIAL CONTROLS AND PROCEDURES**





In
      connection with the Company’s compliance with securities laws and rules, its
      board of directors evaluated the Company’s disclosure controls and procedures.
      The board of directors has concluded that the Company’s disclosure controls and
      procedures are effective. There have been no changes in these controls or in
      other factors that could significantly affect these controls subsequent to
      the
      date of their evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.





Internal
      financial controls and procedures have been designed under the supervision
      of
      the Company’s board of directors and reviewed by an independent auditor. The
      internal financial controls provide reasonable assurance regarding the
      reliability of the Company’s financial reporting and preparation of financial
      statements in accordance with generally accepted accounting principals. There
      have been no changes in these controls or in other factors that could
      significantly affect these controls since they were instituted, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.




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          26
          -




**PART
      II: OTHER INFORMATION**





**ITEM
      1:**  **LEGAL
      PROCEEDINGS:**





The
      Company is not a party to any pending legal proceeding or litigation and none
      of
      the Company’s property is the subject of a pending legal
      proceeding.





**ITEM
      2:**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:**




On
      December 17, 2007, Pacific Copper 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
      of the Company’s common stock (the “Peru Consideration Shares”) to the partners
      of Peru SRL as consideration for the acquisition of 99% of Peru SRL. As a result
      of the acquisition, Peru SRL became a subsidiary of the Company. The Peru
      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 “Peru Closing Agreement”). Pursuant to the terms of
      the Peru Closing Agreement, the former partners of Peru SRL must satisfy certain
      post-closing items, prior to the release of the Peru Consideration Shares from
      escrow. The issuance of the Peru Consideration Shares was exempt from
      registration under the Securities Act of 1933, as amended (the “Securities Act”)
      pursuant to Section 4(2) of the Securities Act.





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
      (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 (the “Chile Consideration Shares”) to the former partners of Pacific LTDA
      as consideration for the acquisition of 99% of Pacific LTDA. As a result of
      the
      acquisition, Pacific LTDA became a subsidiary of the Company. The Chile
      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 “Chile Closing Agreement”). Pursuant to the terms
      of the Chile Closing Agreement, the former partners of Pacific LTDA must satisfy
      certain post-closing items prior to the release of the Chile Consideration
      Shares from escrow. The issuance of the Chile Consideration Shares was exempt
      from registration under the Securities Act pursuant to Section 4(2) of the
      Securities Act.





The
      Company, through private placements, issued 3,157,143 units at a price of $0.35
      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
      $0.50
      per share on or before April 30, 2010. The private placement was undertaken
      entirely outside the United States pursuant to Regulation S. The Company accrued
      share issuance expense of $77,350 as a finder’s fee for introduction to
      subscribers who purchased 3,157,143 units for a total investment of $1,105,000
      in the above private placements. The Company also issued to the finder a warrant
      to purchase 45,000 shares at $0.50 per share on or before April 30,
      2010.





**ITEM
      3:**  **DEFAULTS
      UPON SENIOR SECURITIES:**





None.





**ITEM
      4:**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS:**





None.




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          27
          -





**ITEM
      5:**  **OTHER
      INFORMATION:**








**ITEM
      6:**  **EXHIBITS
      & REPORTS ON FORM 8-K**





Exhibits





(a)
            31.1
                Certification of Chief Executive
                Officer.


31.2
      Certification of Chief Financial Officer.


32.1
      Certificate of Chief Executive Officer and Chief Financial Officer.





Reports
      on Form 8-K





(b)
            Current
                Report on Form 8-K, “Item 1.01-Entry Into a Material Definitive
                Agreement”, dated February 12, 2008






**SIGNATURE**





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




Dated: June
              14, 2008
            
            /s/ Jodi
              HendersonSecretary






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