**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 JULY 31, 2008





OR





o 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
                o





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 July 31, 2008Common
                Shares $ .0001 par value
            43,985,099
















**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**




INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS




JULY
      31,
      2008




(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




**** **CONTENTS**




Interim
                Consolidated Balance Sheets as of July 31, 2008 (unaudited) and October
                31, 2007 (audited)
            3Interim
                Consolidated Statements of Operations for the nine months and three
                months
                ended July 31, 2008 and July 31, 2007 and the period from Inception
                (May
                18, 1999) to July 31, 2008
            4Interim
                Consolidated Statements of Changes in Stockholders' Equity for the
                nine
                months ended July
                31, 2008 and the year ended October 31, 2007.
            5Interim
                Consolidated Statements of Cash Flows for the nine months ended July
                31,
                2008 and July 31, 2007.
            6Condensed
                Notes to Interim Unaudited Consolidated Financial
                Statements
            7-21


-2-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim Consolidated
      Balance Sheets as at


July
      31 ,
      2008
      and October 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by Management)




July
                31,
            
            October
                31,2008
            
            2007(unaudited)
            
            (audited)$
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            151,923
            
            
            1,617,344Prepaid
                expenses and other receivables
            
            
            60,308
            
            
            72,148Advances
                to related parties (note 11)
            
            
            631,131
            
            
            —**Total
                Current Assets**
            
            
            843,362
            
            
            1,689,492**Plant
                and Equipment, net (note 4)**
            
            
            170,257
            
            
            38,206**Mining
                claims (note 8)**
            
            
            600
            
            
            **—****Total
                Assets**
            
            
            1,014,219
            
            
            1,727,698**LIABILITIES****Current**Accounts
                payable
            
            
            79,155
            
            
            314,047Accrued
                professional fees
            
            
            7,000
            
            
            20,000Other
                accrued liabilities
            
            
            15,000
            
            
            23,265Advances
                from non-related party (note 12)
            
            
            246,945
            
            
            —Advances
                from related party (note 12)
            
            
            70,000
            
            
            —**Total
                Current Liabilities**
            
            
            418,100
            
            
            357,312**Minority
                Interest (note 3)**
            
            
            54,861
            
            
            —**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, Nil issued
                and
                outstanding (October 31, 2007 - nil)
            
            
            —
            
            
            —Common
                stock, $0.0001 par value, 200,000,000 shares authorized, 43,985,099
                issued
                and outstanding (October 31, 2007 -29,145,932)
            
            
            4,399
            
            
            2,915**Additional
                Paid-in Capital**
            
            
            13,460,723
            
            
            6,028,123**Deferred
                stock compensation**
            
            
            (274,999
            )
            
            (1,062,499
            )**Accumulated
                Other Comprehensive Loss**
            
            
            (327
            )
            
            —**Deficit
                Accumulated During the Exploration Stage**
            
            
            (12,648,538
            )
            
            (3,598,153
            )**Total
                Stockholders' Equity**
            
            
            541,258
            
            
            1,370,386**Total
                Liabilities and Stockholders' Equity**
            
            
            1,014,219
            
            
            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
      nine months and three months ended July 31, 2008 and July 31, 2007 and the


Period
      from Inception (May 18, 1999) to July 31, 2008


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by Management)





For the
            
            For the
            
            For the
            
            For thenine months
            
            nine months
            
            three months
            
            three monthsCumulative
            
            ended
            
            ended
            
            ended
            
            endedsince
            
            July 31,
            
            July 31,
            
            July 31,
            
            July 31,inception
            
            2008
            
            2007
            
            2008
            
            2007$
            
            $
            
            $
            
            $
            
            $**Operating
                Expenses**General
                and administration (note 14)
            
            
            3,870,033
            
            
            2,417,357
            
            
            613,707
            
            
            813,418
            
            
            410,889Project
                expenses (note 13)
            
            
            3,281,742
            
            
            1,082,466
            
            
            279,964
            
            
            182,735
            
            
            211,831Mineral
                claims acquisitioncost
                expense (note 8)
            
            
            5,523,871
            
            
            5,523,871
            
            
            —
            
            
            —
            
            
            —Amortization
            
            
            27,844
            
            
            27,135
            
            
            384
            
            
            14,814
            
            
            148**Total
                Operating Expenses**
            
            
            12,703,490
            
            
            9,050,829
            
            
            894,055
            
            
            1,010,967
            
            
            622,868**Loss
                from Operations**
            
            
            (12,703,490
            )
            
            (9,050,829
            )
            
            (894,055
            )
            
            (1,010,967
            )
            
            (622,868
            )Other
                income-interest
            
            
            54,508
            
            
            —
            
            
            36,417
            
            
            —
            
            
            30,878**Loss
                before Income Taxes**
            
            
            (12,648,982
            )
            
            (9,050,829
            )
            
            (857,638
            )
            
            (1,010,967
            )
            
            (591,990
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Minority
                Interest
            
            
            444
            
            
            444
            
            
            —
            
            
            185
            
            
            —**Net
                Loss**
            
            
            (12,648,538
            )
            
            (9,050,385
            )
            
            (857,638
            )
            
            (1,010,782
            )
            
            (591,990
            )**Loss
                per share-Basic and Diluted**
            
            
            
            
            
            (0.23
            )
            
            (0.04
            )
            
            (0.02
            )
            
            (0.02
            )**Weighted
                Average Common Shares****Outstanding**
            
            
            
            
            
            38,900,352
            
            
            21,643,368
            
            
            43,448,872
            
            
            27,887,780




****  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** **MINING
      COMPANY)**


Interim
      Consolidated Statements of Changes in Stockholders’ Equity


From
      Inception (May 18, 1999) to July 31, 2008


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by Management)




Deficit
              
              
              
              AccumulatedAccumulated
              
              
              
              OtherCommon
                    Stock
              
              Additional
              
              Deferred
              
              Stock
              
              during
                    the
              
              Comprehensive
              
              Comprehensive
              
              TotalPaid-in
              
              Stock
              
              Subscription
              
              Exploration
              
              Income
              
              Income
              
              Stockholders'Number
              
              Amount
              
              Capital
              
              Compensation
              
              Receivable
              
              Stage
              
              (Loss)
              
              (Loss)
              
              Equityof
                    Shares
              
              $
              
              $
              
              $
              
              $
              
              $
              
              $
              
              $
              
              $Common
                    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 (net)
              
              
              3,157,143
              
              
              316
              
              
              1,027,334
              
              
              
              
              
              (175,000
              )
              
              
              
              
              
              
              
              
              
              
              852,650Common
                    shares issued for cash (net)
              
              
              743,572
              
              
              75
              
              
              246,805
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              246,880Stock
                    subscription received
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              175,000
              
              
              
              
              
              
              
              
              
              
              
              175,000Stock
                    based compensation
              
              
              —
              
              
              —
              
              
              610,118
              
              
              —
              
              
              
              
              
              —
              
              
              
              
              
              
              
              
              610,118Compensation
                    expense on issue of warrants
              
              
              —
              
              
              —
              
              
              80,211
              
              
              —
              
              
              
              
              
              —
              
              
              
              
              
              
              
              
              80,211Amortization
                    of deferred stock compensation
              
              
              —
              
              
              —
              
              
              —
              
              
              787,500
              
              
              
              
              
              —
              
              
              
              
              
              
              
              
              787,500Foreign
                    currency translation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (327
              )
              
              (327
              )
              
              (327
              )Net
                    Loss for the nine months ended July 31, 2008
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              
              
              (9,050,385
              )
              
              (9,050,385
              )
              
              
              
              
              (9,050,385
              )Balance
                    July 31, 2008
              
              
              43,985,099
              
              
              4,399
              
              
              13,460,723
              
              
              (274,999
              )
              
              0
              
              
              (12,648,538
              )
              
              (9,050,712
              )
              
              (327
              )
              
              541,258






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 MINING COMPANY)**


Interim
      Consolidated Statements of Cash Flows


For
      the
      nine months ended July 31, 2008 and July 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by Management)




CumulativeSince
            
            July
                31,
            
            July
                31,Inception
            
            2008
            
            2007**Cash
                Flows from Operating Activities**Net
                Loss
            
            
            (12,648,538
            )
            
            (9,050,385
            )
            
            (857,638
            )Adjustment
                for:Amortization
            
            
            27,844
            
            
            27,135
            
            
            384Stock
                based compensation
            
            
            904,692
            
            
            610,118
            
            
            92,675Compensation
                expense on issue of warrants
            
            
            101,304
            
            
            80,211
            
            
            —Expenses
                credited to Additional Paid-in Capital
            
            
            9,921
            
            
            —
            
            
            —Shares
                issued for mineral claims
            
            
            5,969,225
            
            
            5,469,225
            
            
            —Shares
                issued for services
            
            
            1,225,001
            
            
            787,500
            
            
            175,001Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (60,308
            )
            
            11,840
            
            
            (230,226
            )Advances
                to related parties
            
            
            (631,131
            )
            
            (631,131
            )
            
            —Accounts
                payable
            
            
            79,155
            
            
            (234,892
            )
            
            37,952Accrued
                liabilities
            
            
            22,000
            
            
            (21,265
            )
            
            1,988Minority
                Interest
            
            
            54,861
            
            
            54,861
            
            
            **—**Net
                cash used in operating activities
            
            
            (4,945,974
            )
            
            (2,896,783
            )
            
            (779,864
            )**Cash
                Flows from Investing Activities**Short
                Term Investments
            
            
            —
            
            
            —
            
            
            (900,002
            )Acquisition
                of plant and equipment
            
            
            (198,101
            )
            
            (159,186
            )
            
            (965
            )Acquisition
                of mineral claims
            
            
            (600
            )
            
            (600
            )
            
            —Net
                cash used in investing activities
            
            
            (198,701
            )
            
            (159,786
            )
            
            (900,967
            )**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash (net)
            
            
            4,979,980
            
            
            1,274,530
            
            
            3,234,450Advances
                from related party
            
            
            246,945
            
            
            246,945
            
            
            —Advances
                from non-related party
            
            
            70,000
            
            
            70,000
            
            
            —Net
                cash provided by financing activities
            
            
            5,296,925
            
            
            1,591,475
            
            
            3,234,450**Effect
                of foreign currency exchange rate changes**
            
            
            (327
            )
            
            (327
            )
            
            —**Net
                increase (decrease) in Cash and Cash equivalents**
            
            
            151,923
            
            
            (1,465,421
            )
            
            1,553,619**Cash-
                beginning of period**
            
            
            —
            
            
            1,617,344
            
            
            378,979**Cash
                - end of period**
            
            
            151,923
            
            
            151,923
            
            
            1,932,598**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**


**July
      31, 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 $9,050,385
      for the nine month period ended July 31, 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 July
      31, 2008, the Company had an accumulated deficit during the exploration stage
      of
      $12,648,538. 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 nine months ended July 31, 2008 the Company raised an additional
      $1,274,530 (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**


**July
      31, 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





July
                31,2008
            
            October
                31,2007Accumulated
            
            
            
            AccumulatedCost
            
            Depreciation
            
            Cost
            
            Depreciation$
            
            $
            
            $
            
            $Office,
                furniture and fixtures
            
            
            386
            
            
            113
            
            
            386
            
            
            58Computer
                equipment
            
            
            6,529
            
            
            1,334
            
            
            2,644
            
            
            521Operating
                equipment
            
            
            191,186
            
            
            26,397
            
            
            35,885
            
            
            130198,101
            
            
            27,844
            
            
            38,915
            
            
            709Net
                carrying amount
            
            $
            170,257
            
            
            
            
            $
            38,206


-8-


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 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**


**July
      31, 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**


**July
      31, 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**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





**2** **008**





Three
      months ended July 31, 2008





The
      Company, through private placements, issued 325,715
      and 417,857 units at a price of $0.35 per unit during the months of June and
      July 2008 respectively. 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 for a period of 2 years from the date of issuance.
      The
      private placement was undertaken entirely outside the United States pursuant
      to
      Regulation S. The Company expensed share issuance expense of $13,370 being
      total
      finder’s fees. The Company also issued to the finders a warrant to purchase
      13,000 shares at $0.50 per share on or before two years from date of
      issuance.





**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 nine month
      period ended July 31,2008, the Company expensed $80,211 as compensation expense
      on issue of warrants. There was $112,591 of unrecognized expense related to
      non-vested warrants.


-12-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**6.**
            **Stock
                Purchase Warrants****-Cont’d**




Number
                  of
                Warrants
                Granted
              
              Exercise Prices
              
              Expiry
                  Date$Outstanding
                  at October 31, 2006 and average exercise price
              
              
              —
              
              
              —
              
              
              —Granted
                  in year 2007
              
              
              1,000,000
              
              
              0.60
              
              
              8/22/2012Granted
                  in year 2007
              
              
              3,085,000
              
              
              0.75
              
              
              4/30/2009Granted
                  in year 2007
              
              
              233,100
              
              
              0.50
              
              
              4/30/2009Exercised
              
              
              —
              
              
              —Forfeited
              
              
              —
              
              
              —Cancelled
              
              
              —
              
              
              —Outstanding
                  at October 31, 2007 and average exercise price
              
              
              4,318,100
              
              
              0.70Granted
                  in year 2008
              
              
              1,623,571
              
              
              0.50
              
              
              4/30/2010Granted
                  in year 2008
              
              
              175,857
              
              
              0.50
              
              
              6/06/2010Granted
                  in year 2008
              
              
              208,928
              
              
              0.50
              
              
              7/30/2010Outstanding
                  at July 31, 2008 and average exercise price
              
              
              6,326,456
              
              
              0.64




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




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




During
      the nine
      month period ended July 31, 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.


-13-


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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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


c)
            On
                May 15, 2008, stock options to purchase 200,000 common shares at
                an
                exercise price of $0.35 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 on the third month from the date
                granted.
                These options were granted for a term of 2
                years.




For
      the nine
      month period ended July 31, 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:




Date
                of grant
            
            14-May
            
            20-Jul
            
            1-Aug
            
            9-Aug
            
            20-Feb
            
            1-Mar
            
            15-May2007
            
            2007
            
            2007
            
            2007
            
            2008
            
            2008
            
            2008
            
            TotalRisk
                free rate
            
            
            4.50
            %
            
            4.50
            %
            
            4.50
            %
            
            4.50
            %
            
            5.00
            %
            
            5.00
            %
            
            5.00
            %Volatility
                factor
            
            
            50
            %
            
            50
            %
            
            50
            %
            
            50
            %
            
            100
            %
            
            98
            %
            
            86
            %Expected
                dividends
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Forfeiture
                rate
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Expected
                life
            
            
            5
                years
            
            
            5
                years
            
            
            5
                years
            
            
            5
                years
            
            
            2
                years
            
            
            5
                years
            
            
            2
                yearsExercise
                price
            
            $
            0.50
            
            $
            0.50
            
            $
            0.50
            
            $
            0.51
            
            $
            0.40
            
            $
            0.50
            
            $
            0.35Total
                number of options granted
            
            
            1,750,000
            
            
            250,000
            
            
            1,700,000
            
            
            650,000
            
            
            250,000
            
            
            490,000
            
            
            200,000
            
            
            5,290,000Grant
                date fair value
            
            $
            0.24
            
            $
            0.24
            
            $
            0.24
            
            $
            0.24
            
            $
            0.22
            
            $
            0.27
            
            $
            0.25Stock-based
                compensation cost expensed during the nine month period ended July
                31,
                2008
            
            $
            223,699
            
            $
            34,791
            
            $
            112,233
            
            $
            115,669
            
            $
            54,618
            
            $
            27,855
            
            $
            41,253
            
            $
            610,118Unexpended
                Stock -based compensation cost deferred over the vesting
                period
            
            
            —
            
            $
            11,630
            
            $
            248,518
            
            $
            3,390
            
            
            —
            
            $
            105,848
            
            $
            8,251
            
            $
            377,637





As
      of
      July 31, 2008 there was $377,637 of unrecognized expenses related to non-vested
      stock-based compensation arrangements granted. The stock-based compensation
      expense for the nine month period ended July 31, 2008 was
      $610,118.


-14-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**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)


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.


-15-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




**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.




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.


-16-






**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





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 July 31, 2008, would be $269,986 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.


-17-





**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





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.





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.





The
      Company through its Chilean subsidiary, has executed a Letter of Intent (“LOI”)
      with a single vendor to acquire a 100% interest in the Venado oxide copper
      project located 45 km northeast of the city of Copiapo, Atacama Region III,
      Chile, and a 100% interest in the El Corral oxide-chalcocite copper property
      located 110 km southeast of Copiapo, Chile and in Atacama Region III. The vendor
      of the Vendao Property will receive 2 million shares of the Company at closing
      in exchange for this property, along with a 2% Net Smelter Return (“NSR”)
      royalty capped at US$6 million, 1% of which can be repurchased prior to
      commercial production for the sum of US$2 million. The
      vendor of the El Corral Property will receive 2 million shares of Pacific Copper
      Corp at closing in exchange for El Corral, and a 2% NSR royalty subject to
      the
      same repurchase terms as above.





The
      Company **** through
      its Chilean subsidiary has executed a Letter of Intent ("LOI") with a single
      vendor to acquire its interest in the La Mofralla oxide copper property located
      110 km southeast of the city of Copiapo, Atacama Region III, **** Chile.
      The property consists of close to 250 hectares, is road-accessible and is
      characterized by oxide copper mineralization in various sedimentary units
      encountered at the surface. La Mofralla is adjacent to the El Corral property
      which was announced as a Company acquisition on July 8, 2008. The vendor of
      the
      La Mofralla interest controls roughly 40% of the identified mineralization
      in
      the La Mofralla District. The
      vendor, which is owned in part by a Director of the Company, will receive 1
      million shares of the Company at closing in exchange for its interest at La
      Mofralla, and a 2% NSR royalty, capped at $6 million. The Company has the option
      to buy back a 1% **** NSR
      for
      $2 million at any time prior to commercial production.




On
      June
      10, 2008 the Company executed an agreement with Eagle Mapping Ltd. for providing
      services for a total consideration payable for $52,200.


-18-





**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 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 nine month period ended July 31, 2008, the Company expensed stock
                based compensation for $373,959 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 nine month period ended July 31, 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 officer resigned effective
                February 1. 2008





C)
            A
                director of the Company provided consulting services to the Company
                and a
                total of $67,500 was expensed to his company, Sage Associates, for
                the
                nine-month period ended July 31, 2008.





D)
            A
                director of the Company provided consulting services to the Company
                and a
                total of $67,500 was expensed to his company, Pro Business Trust,
                for the
                nine-month period ended July 31, 2008.





E)
            The
                President, CEO, Director and Chairman of the Board of Directors of
                the
                Company, was paid $102,743 by Kriyah, including benefits billed to
                the
                Company during the nine-month period ended July 31, 2008.





F)
            The
                Secretary of the Company is an employee of Kriyah and was paid $14,121
                by
                Kriyah, including payroll burden and benefits that was billed to
                the
                Company during the nine-month period ended July 31,
                2008.





G)
            The
                Company’s expensed $10,750 for payment to the CFO for the nine month
                period ended July 31, 2008.


-19-





**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**10.**  **Related
      Party Transactions-Cont’d**





H)
                The
                    Company advanced an amount of $367,000 interest free against
                    demand
                    promissory notes to Zoro Mining Corp., a Company related through
                    common
                    directors.





I)
            The
                Company received an advance of $70,000 from War Eagle Mining Corporation,
                a Company related through a common director. This amount was advanced
                interest free against a demand promissory
                note.





**11.
      Advances to related parties**





Advances
      to related parties include an amount of $367,000 advanced interest free against
      demand promissory notes to Zoro Mining Corp., a Company related through common
      directors.





Advances
      to related parties also include an amount of $264,131 advanced to **** Gareste
      Limitada, a limited liability partnership organized under the laws of Chile
      (“Gareste”). The Company through its subsidiary entered into an Operator
      Agreement (the “Chile Operator Agreement”) with Gareste Limitada. 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. Harold Gardner, a member of the Company’s board of directors, is a
      partner in Gareste.





**12.
      Advances from related and non-related parties**




The
      Company received an advance of $70,000 from War Eagle Mining Corporation, a
      Company related through a common director. This amount was advanced interest
      free against demand promissory note.





On
      June
      20, 2008 the Company received an advance of $246,945 from a non-related party
      which bears interest at an annual rate of eight percent and is due and payable
      within ninety days from receipt thereof.


-20-





**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**July
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**13.
      Project expenses**





During
      the nine-month period ended July 31, 2008, the Company incurred project related
      expenses on the following mineral claims in Chile, Peru and USA:





Tonalia
                (Peru)
            
            $
            —Don
                Javier (Peru)
            
            $
            240,344Carrera
                Pinto (Chile)
            
            $
            376,414Carrizal
                (Chile)
            
            $
            200,724Cerro
                Blanco (Chile)
            
            $
            70,756La
                Guanaca (Chile)
            
            $
            123,642Mazama
                (USA)
            
            $
            14,675Others
            
            $
            55,911Total
            
            $
            1,082,466





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





**14.
      General and administration expenses**




General
      and administration expense for the nine months ended July 31, 2008 include
      the
      following:





Non-cashcompensation
                expense relating to the issue of options and warrants
            
            $
            690,329Non
                cash expense relating to the amortization of deferred stock compensation
                relating to issue of stock to consultants
            
            $
            787,500Legal
                and audit
            
            $
            136,601Office,
                payroll and other general expenses
            
            $
            802,927Total
            
            $
            2,417,357





**15.
      Subsequent Events**




Subsequent
      commitments





On
      August
      13, 2008, the Company entered into an advisory consulting agreement with Jesup
      & Lamont Sec. Corp. (‘Consultant’). Pursuant to this agreement, Consultant
      agrees to provide and perform for the benefit of the Company certain consulting
      services. The Company shall issue to the consultant a warrant to purchase
      500,000 common shares at a price of $0.50 per share and exercisable for a period
      of 5 years. The term of this agreement shall continue for a period of 6 months.


-21-


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**


**FOR
      THE THREE AND NINE MONTH PERIOD ENDED JULY 31, 2008**





**Discussion
      of Operations & Financial Condition**


**Three
      and Nine month Period ended July 31, 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 $9,050,385 for the nine-month
      period ended July 31, 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 July 31, 2008, the Company
      had an accumulated deficit during the exploration stage of $12,648,538. 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 nine
      months ended July 31, 2008, the Company raised an additional $1,274,530 (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 nine-month period ended July 31, 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.


-22-





**SELECTED
      INFORMATION**





Three months ended
            
            Three months endedJuly 31, 2008
            
            July 31, 2007Revenues
            
            $
            Nil
            
            $
            NilNet Loss
            
            $
            1,010,782
            
            $
            591,990Loss
                per share-basic and diluted
            
            $
            (0.02
            )
            $
            (0.02
            )




Nine months ended
            
            Nine months endedJuly 31, 2008
            
            July 31, 2007Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            9,050,385
            
            $
            857,638Loss
                per share-basic and diluted
            
            $
            (0.23
            )
            $
            (0.04
            )




As at
            
            As atJuly 31, 2008
            
            October 31, 2007Total
                Assets
            
            $
            1,014,219
            
            $
            1,727,698Total
                Liabilities
            
            $
            418,100
            
            $
            357,312Cash
                dividends declared per share
            
            
            Nil
            
            
            Nil





The
      total
      assets as of July 31, 2008 includes cash and cash equivalents of $151,923,
      prepaid expenses and other receivables for $60,308, advances to related parties
      for $631,131, capital assets of $170,257 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
      nine-month period ended July 31, 2008 and July 31, 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.


-23-





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 nine-month period ended July 31, 2008 is general
      and administrative expense of $2,417,357, as compared with $613,707 for the
      nine
      month period ended July 31, 2007. General and administrative expense represents
      approximately 26.7% of the total operating expense for the nine month period
      ended July 31, 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 $690,329 and non cash expense
      relating to the amortization of deferred stock compensation relating to issue
      of
      stock to consultants for $787,500.





(b) Project
      Expense





Included
      in operating expenses for the nine month period ended July 31, 2008 is project
      expenses of $1,082,466 as compared with $279,964 for the nine month period
      ended
      July 31, 2007. Project expense represents approximately 11.9 % of the total
      operating expense for the nine month period ended July 31, 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 nine-month period primarily 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:


-24-





Carrera
      Pinto


Carrizal


Cerro
      Blanco


La
      Guanaca





**Liquidity
      and Capital Resources**





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





July 31, 2008
            
            July 31, 2007Cash
                used in operating activities
            
            $
            (2,896,783
            )
            $
            (779,864
            )Cash
                used in investing activities
            
            $
            (159,786
            )
            $
            (900,967
            )Cash
                provided by financing activities
            
            $
            1,591,475
            
            $
            3,234,450





As
      at
      July 31, 2008 the Company had working capital of $425,262. During the nine-month
      period ended July 31, 2008, the Company invested $159,786 in acquisition of
      equipment and capitalized mineral claims for $600.





The
      Plant
      and equipment as on July 31, 2008 is $170,257.


-25-


**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 July 31, 2008 and July
      31,
      2007.





**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.


-26-





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.





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.


-27-





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.





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.





The
      Company through its Chilean subsidiary, has executed a Letter of Intent (“LOI”)
      with a single vendor to acquire a 100% interest in the Venado oxide copper
      project located 45 km northeast of the city of Copiapo, Atacama Region III,
      Chile, and a 100% interest in the El Corral oxide-chalcocite copper property
      located 110 km southeast of Copiapo, Chile and in Atacama Region III. The
      vendor of the Vendao Property will receive 2 million shares of the Company
      at
      closing in exchange for this property, along with a 2% Net Smelter Return
      (“NSR”) royalty capped at US$6 million, 1% of which can be repurchased prior to
      commercial production for the sum of US$2 million. The
      vendor of the El Corral Property will receive 2 million shares of Pacific Copper
      Corp at closing in exchange for El Corral, and a 2% NSR royalty subject to
      the
      same repurchase terms as above.





The
      Company **** through
      its Chilean subsidiary has executed a Letter of Intent ("LOI") with a single
      vendor to acquire its interest in the La Mofralla oxide copper property located
      110 km southeast of the city of Copiapo, Atacama Region III, **** Chile. The
      property consists of close to 250 hectares, is road-accessible and is
      characterized by oxide copper mineralization in various sedimentary units
      encountered at the surface. La Mofralla is adjacent to the El Corral property
      which was announced as a Company acquisition on July 8, 2008. The vendor of
      the
      La Mofralla interest controls roughly 40% of the identified mineralization
      in
      the La Mofralla District. The
      vendor, which is owned in part by a Director of the Company, will receive 1
      million shares of the Company at closing in exchange for its interest at La
      Mofralla, and a 2% NSR royalty, capped at $6 million. The Company has the option
      to buy back a 1% **** NSR
      for
      $2 million at any time prior to commercial production.





On
      June
      10, 2008 the Company executed an agreement with Eagle Mapping Ltd. for providing
      services for a total consideration payable for $52,200.


-28-





**Subsequent
      Events**





Subsequent
      commitments





On
      August
      13, 2008, the Company entered into an advisory consulting agreement with Jesup
      & Lamont Sec. Corp. (“Consultant”). Pursuant to this agreement, Consultant
      agrees to provide and perform for the benefit of the Company certain consulting
      services. The Company shall issue to the consultant a warrant to purchase
      500,000 common shares at a price of $0.50 per share and exercisable for a period
      of 5 years. The term of this agreement shall continue for a period of 6 months.





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.




***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.


-29-





3.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





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





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





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





5.
            RISKS
                ASSOCIATED WITH PROPERTIES IN SOUTH
                AMERICA





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





**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. 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.


-30-





**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.





During
      the 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.





The
      Company, through private placements, issued 325,715 and 417,857 units at a
      price
      of $0.35 per unit during the months of June and July 2008 respectively. 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 for
      a
      period of 2 years from the date of issuance. The private placement was
      undertaken entirely outside the United States pursuant to Regulation S. The
      Company expensed share issuance expense of $13,370 being total finder’s fees.
      The Company also issued to the finder a warrant to purchase 12,000 shares at
      $0.50 per share on or before two yers from date of issuance.


-31-


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





None.





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





None.





**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
                7.01 - Regulation FD Disclosures”, dated August 1, 2008.
              
              Current
                  Report on Form 8-K:
              “Item
                7.01 - Regulation FD Disclosures”, dated
                July 11, 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:
                September 11, 2008
            /s/
            Jodi
                HendersonSecretary





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