UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


FORM 10-Q


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


SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended April 30, 2010





Commission
file number 000-52495





PACIFIC COPPER
CORP.


(Exact
name of registrant as specified in its charter)





Delaware
            
            98-0504006(State
      of incorporation)
            
            (I.R.S.
      Employer Identification No.)








3040 N.
Campbell Avenue, Suite 110, Tucson, Arizona 85719


(Address
of principal executive offices including zip code)





(520)
989-0221; FAX (520) 623-3326


(Registrant’s
telephone number including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer o
            
            Accelerated
      filer o
            
            Non-accelerated
      filer   o
              (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ





The
number of shares of registrant’s common stock outstanding as of April 30, 2010
was   49,861,600.








PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


(Unaudited-
Prepared by Management)




INTERIM
CONSOLIDATED FINANCIAL STATEMENTS




APRIL 30,
2010




(Amounts
expressed in US Dollars)




(Unaudited)




CONTENTS




Interim
      Consolidated Balance Sheets as of April 30, 2010 (unaudited) and October
      31, 2009 (audited)
              2Interim
      Consolidated Statements of Operations for the six months and three months
      ended April 30, 2010and April 30, 2009 and the period
      from Inception (May 18, 1999) to April 30, 2010
              3Interim
      Consolidated Statements of Changes in Stockholders' Equity for the six
      months endedApril
      30, 2010 and from Inception (May 18, 1999) to April 30,
    2010.
              4Interim
      Consolidated Statements of Cash Flows for the six months ended April 30,
      2010and April 30, 2009 and from
      Inception (May 18, 1999) to April 30, 2010.
              5Condensed
      Notes to Interim Consolidated Financial Statements
              6-22








PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Balance Sheets as at


April 30,
2010 and October 31, 2009


(Amounts
expressed in US Dollars)


(Unaudited
– Prepared by Management)




April
      30,
              
              
              October
      31,2010
              
              
              2009$
              
              
              $ASSETSCurrentCash and cash
      equivalents
              
              
              13,175
              
              
              
              9,349Prepaid expenses and other
      receivables
              
              
              -
              
              
              
              5,782Deferred financing
      costs
              
              
              2,867
              
              
              
              4,023Advances to a related party
      (note12)
              
              
              20,000
              
              
              
              36,000Total
      Current Assets
              
              
              36,042
              
              
              
              55,154Plant and Equipment, net(note
      4)
              
              
              92,545
              
              
              
              108,894Mining claims(note
      8)
              
              
              900
              
              
              
              900Total
      Assets
              
              
              129,487
              
              
              
              164,948LIABILITIESCurrentAccounts
      payable
              
              
              642,848
              
              
              
              350,832Accrued
      liabilities
              
              
              46,206
              
              
              
              84,208Due to related parties (note
      10)
              
              
              1,244,160
              
              
              
              1,055,033Derivative financial instrument
      (note14)
              
              
              23,125
              
              
              
              23,125Advances from non-related party
      (note13)
              
              
              577,065
              
              
              
              525,139Advances from related party
      (note10)
              
              
              -
              
              
              
              -Total
      Current Liabilities
              
              
              2,533,404
              
              
              
              2,038,337Convertible
      notes (note14)
              
              
              181,787
              
              
              
              142,119Total
      Liabilities
              
              
              2,715,191
              
              
              
              2,180,456Going
      Concern (note 2)Commitments
      and Contingencies (note 9)Related
      Party Transactions (note 10)STOCKHOLDERS'
      DEFICIENCYCapital Stock(note
      5)Preferred stock, $0.0001 par value, 50,000,000 shares authorized, Nil
      issued and outstanding(October 312009 -
      nil)
              
              
              -
              
              
              
              -Common stock, $0.0001 par value, 200,000,000 shares authorized, 49,861,600
      issued andoutstanding (October 31, 2009 -
      49,561,600)
              
              
              4,986
              
              
              
              4,956Additional
      Paid-in Capital
              
              
              15,149,607
              
              
              
              15,092,695Deferred stock compensation(note
      11)
              
              
              (27,833
              )
              
              
              -Accumulated
      other comprehensive income
              
              
              2,797
              
              
              
              2,913Non-controlling
      Interest
              
              
              54,768
              
              
              
              54,834Deficit
      Accumulated During the Exploration Stage
              
              
              (17,770,029
              )
              
              
              (17,170,906
              )Total
      Deficiency
              
              
              (2,585,704
              )
              
              
              (2,015,508
              )Total
      Liabilities and Deficiency
              
              
              129,487
              
              
              
              164,948


See
condensed notes to the unaudited interim consolidated financial
statements




2


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Operations


For the
six months and three months ended April 30, 2010 and April 30, 2009 and
the


Period
from Inception (May 18, 1999) to April 30, 2010


(Amounts
expressed in US Dollars)


(Unaudited
– Prepared by Management)




For
      the
              
              
              For
      the
              
              
              For
      the
              
              
              For
      thesix
      months
              
              
              six
      months
              
              
              three
      months
              
              
              three
      monthsCumulative
              
              
              ended
              
              
              ended
              
              
              ended
              
              
              endedsince
              
              
              April
      30,
              
              
              April
      30,
              
              
              April
      30,
              
              
              April
      30,inception
              
              
              2010
              
              
              2009
              
              
              2010
              
              
              2009$
              
              
              $
              
              
              $
              
              
              $
              
              
              $Operating
      ExpensesGeneral
      and administration (note 16)
              
              
              5,877,716
              
              
              
              272,250
              
              
              
              655,923
              
              
              
              130,107
              
              
              
              313,380Project
      expenses (note 15)
              
              
              5,412,235
              
              
              
              226,674
              
              
              
              679,321
              
              
              
              118,724
              
              
              
              187,758Mineral
      claims acquisitioncost
      expense (note 8)
              
              
              6,273,571
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Amortization
              
              
              105,556
              
              
              
              16,349
              
              
              
              30,578
              
              
              
              8,175
              
              
              
              15,289Total
      Operating Expenses
              
              
              17,669,078
              
              
              
              515,273
              
              
              
              1,365,822
              
              
              
              257,006
              
              
              
              516,427Loss
      from Operations
              
              
              (17,669,078
              )
              
              
              (515,273
              )
              
              
              (1,365,822
              )
              
              
              (257,006
              )
              
              
              (516,427
              )Other
      income-interest
              
              
              54,508
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Other
      expense-Interest
              
              
              (194,774
              )
              
              
              (83,913
              )
              
              
              (37,040
              )
              
              
              (36,090
              )
              
              
              (17,970
              )Other
      income (expense)-DerivativeFinancial
      Instrument
              
              
              38,750
              
              
              
              -
              
              
              
              39,375
              
              
              
              -
              
              
              
              61,875Loss
      before Income Taxes
              
              
              (17,770,594
              )
              
              
              (599,186
              )
              
              
              (1,363,487
              )
              
              
              (293,096
              )
              
              
              (472,522
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      Loss
              
              
              (17,770,594
              )
              
              
              (599,186
              )
              
              
              (1,363,487
              )
              
              
              (293,096
              )
              
              
              (472,522
              )Net
      Loss attributable toNon-controlling
      interests
              
              
              565
              
              
              
              63
              
              
              
              16
              
              
              
              2
              
              
              
              -Net
      loss attributable to PacificCopper
      Corp. Stockholders
              
              
              (17,770,029
              )
              
              
              (599,123
              )
              
              
              (1,363,471
              )
              
              
              (293,094
              )
              
              
              (472,522
              )Loss
      per share-Basic and Diluted
              
              
              
              
              
              
              (0.01
              )
              
              
              (0.03
              )
              
              
              (0.01
              )
              
              
              (0.01
              )Weighted
      Average Common SharesOutstanding
              
              
              
              
              
              
              49,697,512
              
              
              
              44,561,600
              
              
              
              49,838,004
              
              
              
              44,561,600`




See
condensed notes to the unaudited interim consolidated financial
statements




3


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency) from inception (May
18, 1999) to April 30, 2010


(Amounts
expressed in US Dollars)




Total
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          ComprehensivePacific
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          Income
      (loss)Deficit
                                                                                                          
                                                                                                          
                                                                                                          Accumulated
                                                                                                          
                                                                                                          
                                                                                                          Copper
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          attributable
      toAccumulated
                                                                                                          
                                                                                                          
                                                                                                          Other
                                                                                                          
                                                                                                          
                                                                                                          Corp.
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          Pacific
      CopperAdditional
                                                                                                          
                                                                                                          
                                                                                                          Deferred
                                                                                                          
                                                                                                          
                                                                                                          Stock
                                                                                                          
                                                                                                          
                                                                                                          during
      the
                                                                                                          
                                                                                                          
                                                                                                          Comprehensive
                                                                                                          
                                                                                                          
                                                                                                          Stockholders'
                                                                                                          
                                                                                                          
                                                                                                          Non-
                                                                                                          
                                                                                                          
                                                                                                          Total
                                                                                                          
                                                                                                          
                                                                                                          Corp.Common
      Stock
                                                                                                          
                                                                                                          
                                                                                                          Paid-in
                                                                                                          
                                                                                                          
                                                                                                          Stock
                                                                                                          
                                                                                                          
                                                                                                          Subscription
                                                                                                          
                                                                                                          
                                                                                                          Exploration
                                                                                                          
                                                                                                          
                                                                                                          Income
                                                                                                          
                                                                                                          
                                                                                                          Equity
                                                                                                          
                                                                                                          
                                                                                                          Controlling
                                                                                                          
                                                                                                          
                                                                                                          Deficiency
                                                                                                          
                                                                                                          
                                                                                                          StockholdersNumber
                                                                                                          
                                                                                                          
                                                                                                          Amount
                                                                                                          
                                                                                                          
                                                                                                          Capital
                                                                                                          
                                                                                                          
                                                                                                          Compensation
                                                                                                          
                                                                                                          
                                                                                                          Receivable
                                                                                                          
                                                                                                          
                                                                                                          Stage
                                                                                                          
                                                                                                          
                                                                                                          (Loss)
                                                                                                          
                                                                                                          
                                                                                                          (Deficiency)
                                                                                                          
                                                                                                          
                                                                                                          Interestsof
      Shares
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          
                                                                                                          
                                                                                                          $Common
      stock issued on inception
                                                                                                          
                                                                                                          
                                                                                                          1
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1Common
      shares issued for nil consideration
                                                                                                          
                                                                                                          
                                                                                                          7,605,932
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          761
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (761
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Cancelled
      shares
                                                                                                          
                                                                                                          
                                                                                                          (1
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1
                                                                                                          )Contributed
      Services
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8,743
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8,743
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8,743Net
      Loss for the period from inception (May 18, 1999) through October 31,
      2004
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (8,743
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (8,743
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (8,743
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (8,743
                                                                                                          )Balance,
      October 31, 2004
                                                                                                          
                                                                                                          
                                                                                                          7,605,932
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          761
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7,982
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (8,743
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (8,743
                                                                                                          )Contributed
      Services
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,178
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,178
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,178Net
      Loss
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,178
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,178
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,178
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (1,178
                                                                                                          )Balance
      October 31, 2005
                                                                                                          
                                                                                                          
                                                                                                          7,605,932
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          761
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          9,160
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (9,921
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,178
                                                                                                          )Common
      shares issued for cash
                                                                                                          
                                                                                                          
                                                                                                          4,710,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          471
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          470,529
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          471,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          471,000Common
      shares issued for acquisition of interests in mineral
    claims
                                                                                                          
                                                                                                          
                                                                                                          5,000,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          499,500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          500,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          500,000Net
      Loss
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (647,453
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (647,453
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (647,453
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (647,453
                                                                                                          )Balance,
      October 31, 2006 (audited)
                                                                                                          
                                                                                                          
                                                                                                          17,315,932
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,732
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          979,189
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (657,374
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          323,547
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          323,547
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (647,453
                                                                                                          )Common
      shares issued for cash
                                                                                                          
                                                                                                          
                                                                                                          660,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          66
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          65,934
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          66,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          66,000Common
      shares issued for cash
                                                                                                          
                                                                                                          
                                                                                                          2,000,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          200
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          199,800
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          200,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          200,000Common
      shares issued for cash
                                                                                                          
                                                                                                          
                                                                                                          4,520,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          452
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,259,548
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,260,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,260,000Stock
      subscription received
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          30,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          30,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          30,000Stock
      Issuance cost
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (72,800
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (72,800
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (72,800
                                                                                                          )Common
      shares issued for stock subscriptions received
                                                                                                          
                                                                                                          
                                                                                                          60,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          6
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (6
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Common
      shares issued for cash
                                                                                                          
                                                                                                          
                                                                                                          1,590,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          159
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          794,841
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          795,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          795,000Common
      shares issued for services
                                                                                                          
                                                                                                          
                                                                                                          3,000,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          300
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,499,700
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,062,499
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          437,501
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          437,501Stock
      based compensation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          294,574
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          294,574
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          294,574Compensation
      expense on issue of warrants
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          21,093
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          21,093
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          21,093Stock
      Issuance cost
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (43,750
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (43,750
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (43,750
                                                                                                          )Net
      Loss
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,940,779
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,940,779
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,940,779
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (2,940,779
                                                                                                          )Balance
      October 31, 2007 (audited)
                                                                                                          
                                                                                                          
                                                                                                          29,145,932
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,915
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          6,028,123
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (1,062,499
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (3,598,153
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,370,386
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,370,386
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,940,779
                                                                                                          )Common
      stock issued on acquisition of Peru subsidiary
                                                                                                          
                                                                                                          
                                                                                                          4,850,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          485
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,424,515
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,425,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          24,556
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,449,556Common
      stock issued on acquisition of Chile subsidiary
                                                                                                          
                                                                                                          
                                                                                                          6,088,452
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          608
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,043,617
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,044,225
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          30,750
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,074,975Common
      shares issued for cash (net)
                                                                                                          
                                                                                                          
                                                                                                          3,157,143
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          316
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,027,334
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (175,000
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          852,650
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          852,650Common
      shares issued for cash (net)
                                                                                                          
                                                                                                          
                                                                                                          743,572
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          75
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          246,805
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          246,880
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          246,880Stock
      subscription received
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          175,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          175,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          175,000Common
      shares issued for cash (net)
                                                                                                          
                                                                                                          
                                                                                                          576,501
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          57
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          201,228
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          201,285
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          201,285stock
      based compensation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          679,971
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          679,971
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          679,971Compensation
      expense on issue of warrants
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          235,982
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          235,982
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          235,982Amortization
      of deferred stock compensation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          916,666
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          916,666
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          916,666Beneficial
      conversion feature of the convertible note financing
      transaction
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          5,625
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          5,625
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          5,625Foreign
      currency translation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,053
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,053
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          11
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,064
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,053Net
      Loss for the year  ended October  31,
    2008
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (10,579,162
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (10,579,162
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (356
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (10,579,518
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (10,579,162
                                                                                                          )Balance
      October 31, 2008 (audited)
                                                                                                          
                                                                                                          
                                                                                                          44,561,600
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,456
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          13,893,200
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (145,833
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (14,177,315
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          1,053
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (424,439
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          54,961
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (369,478
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (10,578,109
                                                                                                          )Stock
      based compensation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          256,091
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          256,091
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          256,091Compensation
      expense on issue of warrants
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          85,855
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          85,855
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          85,855Amortization
      of deferred stock compensation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          145,833
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          145,833
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          145,833Beneficial
      conversion feature of convertible debt
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          55,950
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          55,950
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          55,950Fair
      value of warrants issued
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          52,099
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          52,099
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          52,099Common
      shares issued for acquisition of interests in mineral
    claims
                                                                                                          
                                                                                                          
                                                                                                          5,000,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          749,500
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          750,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          750,000Foreign
      currency translation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,860
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,860
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          19
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,879
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,860Net
      Loss for the year  ended October 31, 2009
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,993,591
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,993,591
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (146
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (2,993,737
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (2,993,591
                                                                                                          )Balance
      October 31, 2009
                                                                                                          
                                                                                                          
                                                                                                          49,561,600
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,956
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          15,092,695
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (17,170,906
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          2,913
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,070,342
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          54,834
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,015,508
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (2,991,731
                                                                                                          )Common
      shares issued for services
                                                                                                          
                                                                                                          
                                                                                                          300,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          30
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          29,970
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (27,833
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,167
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,167Stock
      based compensation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          26,942
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          26,942
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          26,942Foreign
      currency translation
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (116
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (116
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (3
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (119
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          136Net
      Loss for the period ended April 30,, 2010
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (599,123
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (599,123
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (63
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (599,186
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (306,029
                                                                                                          )Balance
      April 30, 2010
                                                                                                          
                                                                                                          
                                                                                                          49,861,600
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          4,986
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          15,149,607
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (27,833
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (17,770,029
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          2,797
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,640,472
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          54,768
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (2,585,704
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (305,893
                                                                                                          )




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




4


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Cash Flows


For the
six months ended April 30, 2010 and April 30, 2009 and from inception (May 18,
1999) to April 30, 2010


(Amounts
expressed in US Dollars)


(Unaudited
– Prepared by Management)




CumulativeSince
              
              
              April
      30,
              
              
              April
      30,Inception
              
              
              2010
              
              
              2009Cash
      Flows from Operating ActivitiesNet Loss
              
              
              (17,770,029
              )
              
              
              (599,186
              )
              
              
              (1,363,471
              )Adjustment
      for:Amortization
              
              
              105,556
              
              
              
              16,349
              
              
              
              30,578Stock based
      compensation
              
              
              1,257,578
              
              
              
              26,942
              
              
              
              129,709Compensation expense on issue of
      warrants
              
              
              342,930
              
              
              
              -
              
              
              
              53,474Expenses credited (debited) to
      Additional Paid-inCapital
              
              
              7,932
              
              
              
              -
              
              
              
              -Shares issued for mineral
      claims
              
              
              6,719,225
              
              
              
              -
              
              
              
              -Amortization of deferred stock
      compensation
              
              
              1,502,167
              
              
              
              2,167
              
              
              
              125,000Interest on
      loans
              
              
              78,256
              
              
              
              23,661
              
              
              
              17,735Fair value adjustment to compound
      derivative
              
              
              16,250
              
              
              
              -
              
              
              
              (4,375
              )Fair value adjustment to
      additional investment rights
              
              
              (55,000
              )
              
              
              -
              
              
              
              (35,000
              )Amortization of debt
      discount
              
              
              72,825
              
              
              
              39,668
              
              
              
              10,544Changes in non-cash working
      capitalPrepaid
      expenses
              
              
              -
              
              
              
              5,782
              
              
              
              28,384Deferred financing
      costs
              
              
              (2,867
              )
              
              
              1,156Advances to related
      parties
              
              
              (20,000
              )
              
              
              16,000
              
              
              
              175,000Accounts
      payable
              
              
              642,848
              
              
              
              292,016
              
              
              
              71,301Accrued
      liabilities
              
              
              46,206
              
              
              
              (38,002
              )
              
              
              (64,877
              )Due to related
      parties
              
              
              1,244,160
              
              
              
              189,127
              
              
              
              587,639Minority
      Interest
              
              
              54,768
              
              
              
              (66
              )
              
              
              (16
              )Net cash used in operating
      activities
              
              
              (5,757,195
              )
              
              
              (24,386
              )
              
              
              (238,375
              )Cash
      Flows from Investing ActivitiesAcquisition of plant and
      equipment
              
              
              (198,101
              )
              
              
              -
              
              
              
              -Acquisition of mineral
      claims
              
              
              (900
              )
              
              
              -
              
              
              
              -Net cash used in investing
      activities
              
              
              (199,001
              )
              
              
              -
              
              
              
              -Cash
      Flows from Financing ActivitiesIssuance of common shares for
      cash (net)
              
              
              5,181,265
              
              
              
              -
              
              
              
              -Advances from non-related
      parties
              
              
              498,809
              
              
              
              28,264
              
              
              
              130,000Advances from related
      parties
              
              
              -
              
              
              
              -
              
              
              
              -Convertible
      notes
              
              
              286,500
              
              
              
              -
              
              
              
              -Net cash provided by financing
      activities
              
              
              5,966,574
              
              
              
              28,264
              
              
              
              130,000Effect
      of foreign currency exchange rate changes
              
              
              2,797
              
              
              
              (52
              )
              
              
              1,798Net
      increase (decrease) in Cash
              
              
              13,175
              
              
              
              3,826
              
              
              
              (106,577
              )Cash-
      beginning of period
              
              
              -
              
              
              
              9,349
              
              
              
              110,746Cash
      - end of period
              
              
              13,175
              
              
              
              13,175
              
              
              
              4,169Supplemental
      Cash Flow InformationInterest
    paid
              
              
              -
              
              
              
              -
              
              
              
              -Income taxes
      paid
              
              
              -
              
              
              
              -
              
              
              
              -




See
condensed notes to the unaudited interim consolidated financial
statements





5


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





1.
            Basis
      of Presentation


The
accompanying unaudited condensed consolidated financial
statements  have been prepared in accordance with the instructions to
Form 10-Q and therefore do not include all information and footnotes necessary
for a fair presentation of financial position, results of operations and cash
flows in conformity with U.S. generally accepted accounting principles; however,
such information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods.


The
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and Notes thereto together with
management’s discussion and analysis of financial condition and results of
operations contained in the Company’s annual report on Form 10-K for the year
ended October 31, 2009. In the opinion of management, the accompanying condensed
consolidated financial statements reflect all adjustments of a normal recurring
nature considered necessary to fairly state the financial position of the
Company at April 30, 2010 and October 31, 2009, the results of its operations
for the three and six month periods ended April 30, 2010 and April 30, 2009, and
its cash flows for the six month periods ended April 30, 2010 and April 30,
2009. In addition, some of the Company’s statements in this quarterly report on
Form 10-Q may be considered forward-looking and involve risks and uncertainties
that could significantly impact expected results. The results of operations for
the six-month period ended April 30, 2010 are not necessarily indicative of
results to be expected for the full year.


The
interim consolidated financial statements include the accounts of Pacific Copper
Corp. (the “Company”  or “Pacific Copper” ), and its subsidiaries
Pacific Copper Peru SRL, a limited liability partnership (99% owned by the
Company) and Sociedad Pacific Copper Chile Limitada, a limited liability
partnership (99% owned by the Company).  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. The Company has no source for operating revenue and
expects to incur significant expenses before establishing operating revenue. The
Company has a need for equity capital and financing for working capital and
exploration of its properties. Because of continuing operating losses, negative
working capital and cash outflows from operations, the Company’s continuance as
a going concern is dependent upon its ability to obtain adequate financing and
to reach profitable levels of operation. The Company’s future success is
dependent upon its continued ability to raise sufficient capital, not only to
maintain its operating expenses, but to explore for reserves. There is no
guarantee that such capital will continue to be available on acceptable terms,
if at all or if the Company will attain profitable levels of operation.
Management’s plans to mitigate these conditions 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 $599,123 for the six
month period ended April 30, 2010.  This loss includes a non-cash stock
based compensation expense for $26,942. At April 30, 2010, the Company had an
accumulated deficit during the exploration stage of
$17,770,029.  During the year ended October 31, 2008 the Company
raised capital of $1,475,815 (net of offering costs). Further, during the year
ended October 31, 2008 the Company raised an additional $100,000 being
subscription for convertible notes (See note 15-“Convertible Note Financing
Transaction”). The Company raised an additional $186,500 during the year ended
October 31, 2009 from issue of convertible notes. Management's plan is to
continue raising capital through future equity or debt financing until it
achieves profitable operations from mineral extraction activities.




6


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




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 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, 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 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”), 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.  The 1% minority interest was credited with
$30,750.  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 had to satisfy certain post-closing items prior
to the release of the Chile Consideration Shares from escrow. The conditions
under the Closing Agreement have been satisfied or waived, and the Chile
Consideration shares have been issued to the former partners of Pacific
LTDA.





7


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




4.
            Plant
      and Equipment, Net




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




Computer
      equipment
              30
              %
              declining balance
      methodOffice furniture and
      fixtures
              20
              %
              declining balance
      methodOperating
      equipment
              30
              %
              declining balance
      method
  April 30,
    2010
              
              
              October 31, 2009Accumulated
              
              
              
              
              
              AccumulatedCost
              
              
              Depreciation
              
              
              Cost
              
              
              Depreciation$
              
              
              $
              
              
              $
              
              
              $Office,
      furniture and fixtures
              
              
              386
              
              
              
              178
              
              
              
              386
              
              
              
              124Computer
      equipment
              
              
              6,529
              
              
              
              3,710
              
              
              
              6,529
              
              
              
              3,212Operating
      equipment
              
              
              191,185
              
              
              
              101,667
              
              
              
              191,185
              
              
              
              85,870198,100
              
              
              
              105,555
              
              
              
              198,100
              
              
              
              89,206Net
      carrying amount
              
              $
              92,545
              
              
              
              
              
              
              $
              108,894






5.
            Issuance
      of Common Shares




Year endedOctober 31,
2009





As of February 27, 2009 Pacific Copper,
through its wholly owned subsidiary Pacific LTDA, entered into a definitive
mineral property acquisition agreement (the “Gareste Agreement”) with Gareste
pursuant to which the Company acquired a 100% interest in the following copper
oxide or leachable copper properties located in Atacama Region III, Chile: the
“Venado Property” (also known as the “Venapai Property”) consisting of
approximately 5,000 hectares of exploration concessions, located roughly 45
kilometers from the city of Copiapo, the “El Corral Property”, consisting of
approximately 3,600 hectares of exploration concessions, located roughly 60
kilometers from the city of Copiapo, and the adjacent “La Mofralla Property”,
consisting of approximately 250 hectares of exploration concessions also located
roughly 60 kilometers from the City of Copiapo.  These properties were
subject to separate letters of intent entered into during July and October of
2008. Under the Gareste Agreement the Company issued a total of 5,000,000 shares
of its common stock to Gareste on October 12, 2009, allocable as follows:
2,000,000 shares of common stock as consideration for the Venado Property,
2,000,000 shares of common stock as consideration for the El Corral Property and
1,000,000 shares of common stock as consideration for the La Mofralla Property
(collectively, the “Gareste Oxide Shares”).  The Company expensed
$749,700, relating to the issue of 5,000,000 common shares calculated at $0.15
per common share net of capitalization for $300 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 groups acquired in the transaction. In addition to
the Gareste Oxide Shares, the Company granted the following royalties to
Gareste: the Venado Property is subject to a 2% net smelter return royalty,
capped at $10,000,000, 50% of which can be repurchased at any time prior to the
commencement of production for $3,000,000, and the El Corral Property is subject
to a 2% net smelter return royalty, capped at $10,000,000, 50% of which can be
repurchased at any time prior to the commencement of production for
$2,000,000.





8


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




5.
            Issuance
      of Common Shares –Cont’d





Six monthsended April30, 2010





The
Company executed a consulting agreement effective February 8, 2010, whereby the
Company authorized the issuance of 300,000 restricted common shares to the
consultant as compensation for investor relation services for a period of 2
years. The Company expensed $2,167 during the quarter ended April 30,
2010.





6.
            Stock
      Purchase Warrants





Number
      of Warrants Granted
            
            
            Exercise
      Prices
            
            Expiry
      Date$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
            
            6/6/2010Granted
      in year 2008
            
            
            208,928
            
            
            
            0.50
            
            7/30/2010Granted
      in year 2008
            
            
            253,248
            
            
            
            0.50
            
            9/12/2010Granted
      in year 2008
            
            
            500,000
            
            
            
            0.50
            
            9/23/2013Granted
      in year 2008
            
            
            35,000
            
            
            
            0.50
            
            10/24/2010Outstanding
      at October 31, 2008 and average exercise price
            
            
            7,114,704
            
            
            
            0.62Granted
      in year 2009
            
            
            1,865,000
            
            
            
            0.25
            
            7/27/2011Expired
      in year 2009
            
            
            (3,085,000
            )
            
            
            (0.75
            )Expired
      in year 2009
            
            
            (233,100
            )
            
            
            0.50Outstanding
      at October 31, 2009 and average exercise price
            
            
            5,661,604
            
            
            
            0.43Granted
      in 2010Expired
      in year 2010
            
            
            (1,623,571
            )
            
            
            (0.50
            )Outstanding
      at April 30, 2010 and average exercise price
            
            
            4,038,033
            
            
            
            0.40


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





9


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





6.
            Stock
      Purchase Warrants-Cont’d





Year ended October 31,
2009





On July
27, 2009 and October 26, 2009, the Company issued 12% convertible notes to
multiple investors with an aggregate face value of $186,500. In conjunction with
the offering the Company issued warrants to the investors indexed to 1,865,000
shares of common stock with an exercise price of $.25 per share and exercisable
for a period of 2 years.





Sixmonths endedApril 30, 2010





The
Company did not issue any warrants during the six month period ended April 30,
2010




7.
            Stock Based
      Compensation





On August
8, 2006, the Board of Directors approved a stock option plan (the"2006 Stock
Option Plan"), the purpose of which is to enhance the Company's stockholder
value and financial performance by attracting, retaining and motivating the
Company's officers, directors, key employees, consultants and its affiliates and
to encourage stock ownership by such individuals by providing them with a means
to acquire a proprietary interest in the Company's success through stock
ownership. Under the 2006 Stock Option Plan, officers, directors, employees and
consultants who provide services to the Company may be granted options to
acquire common shares of the Company.  Options may have a term of up
to 10 years.  The aggregate number of
shares of common stock originally authorized under the plan was
5,000,000. Since adoption of the Plan an additional900,000shares were authorized for
issuance pursuant to the Plan’s “evergreen share reserve increase”
provision.




10


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




7.
            Stock Based
      Compensation-Cont’d




During
the six month period ended April 30, 2010, no stock options were
granted.





During
the six month period ended April 30, 2010, 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-May
            
            
            24-Sep2007
            
            
            2007
            
            
            2007
            
            
            2007
            
            
            2008
            
            
            2008
            
            
            2008
            
            
            2008
            
            
            TotalRisk
      free rate
            
            
            4.50
            %
            
            
            4.50
            %
            
            
            4.50
            %
            
            
            4.50
            %
            
            
            5.00
            %
            
            
            5.00
            %
            
            
            5.00
            %
            
            
            2.95
            %Volatility
      factor
            
            
            50
            %
            
            
            50
            %
            
            
            50
            %
            
            
            50
            %
            
            
            100
            %
            
            
            98
            %
            
            
            86
            %
            
            
            84
            %Expected
      dividends
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %Forfeiture
      rate
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %Expected
      life
            
            5
      years
            
            
            5
      years
            
            
            5
      years
            
            
            5
      years
            
            
            2
      years
            
            
            5
      years
            
            
            5
      years
            
            
            5
      yearsExercise
      price
            
            $
            0.50
            
            
            $
            0.50
            
            
            $
            0.50
            
            
            $
            0.51
            
            
            $
            0.40
            
            
            $
            0.50
            
            
            $
            0.35
            
            
            $
            0.50Total
      number of options granted
            
            
            1,750,000
            
            
            
            250,000
            
            
            
            1,700,000
            
            
            
            650,000
            
            
            
            250,000
            
            
            
            490,000
            
            
            
            200,000
            
            
            
            50,000
            
            
            
            5,340,000Total
      number of options forfeited/cancelled/Expired/Exercised
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (110,000
            )
            
            
            -
            
            
            
            -
            
            
            
            (110,000
            )Grant
      date fair value
            
            $
            0.24
            
            
            $
            0.24
            
            
            $
            0.24
            
            
            $
            0.24
            
            
            $
            0.22
            
            
            $
            0.27
            
            
            $
            0.25
            
            
            $
            0.13Stock-based
      compensation cost expensed during the period  ended April 30,
      2010
            
            $nil
            
            
            $nil
            
            
            $
            8,017
            
            
            $nil
            
            
            $nil
            
            
            $
            17,283
            
            
            $nil
            
            
            $
            1,642
            
            
            $
            26,942Unexpended  Stock
      -based compensation cost deferred over the vesting period
            
            $nil
            
            
            $nil
            
            
            $nil
            
            
            $nil
            
            
            $nil
            
            
            $nil
            
            
            $nil
            
            
            $
            1,261
            
            
            $
            1,261




As of
April 30, 2010 there was $1,261 of unrecognized expenses related to non-vested
stock-based compensation arrangements granted.  The stock-based
compensation expense for the six month period ended April 30, 2010 was
$26,942




11


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)








8.
            Mining
      Claims





(a)          On
December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL
(“Pacific Peru”), a limited liability partnership organized under the laws of
Peru 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.  The 1% minority interest was credited with $24,495.  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 were expensed as the
assets were considered impaired.  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 mineral claim
groups acquired in the transaction (as listed below) 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 through Pacific
Peru acquired interests in two mineral claims which were capitalized at $100
each.


Pursuant
to the terms of the Closing Agreement, the former partners of Pacific Peru 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.








(b)          On
January 8, 2008, Pacific Copper acquired Pacific LTDA, a limited liability
partnership organized under the laws of Chile, 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.  The 1%
minority interest was credited with $30,750.  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 were expensed as the assets were considered impaired.  In
the absence of proven and probable reserves, the Company is unable to allocate
any economic values to the claims groups acquired in the transaction (as listed
below).  The Company does not consider either of the foregoing mineral
claims owned by Pacific LTDA to be material assets at this time, but our
assessment may change after further work is done on the
properties.  Pursuant to this acquisition the Company acquired
interest in the following mineral claims which were capitalized at $100
each:


Carrera
Pinto


Carrizal


Cerro
Blanco


La
Guanaca





The
conditions under the Chile Agreement have been satisfied or waived,and the Chile Consideration
shares were issued to the former partners of Pacific LTDA in 2009.





12


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





8.
            Mining
      Claims-Cont’d





(c)           As
of February 27, 2009 Pacific Copper, through its wholly owned subsidiary Pacific
LTDA, entered into a definitive mineral property acquisition agreement (the
“Gareste Agreement”) with Gareste pursuant to which the Company acquired a 100%
interest in the following copper oxide properties located in Atacama Region III,
Chile: the “Venado Property” (also known as the “Venapai Property”) consisting
of approximately 5000  hectares of exploration concessions, located
roughly 45 kilometers from the city of Copiapo, the “El Corral Property”,
consisting of approximately 3600  hectares of exploration concessions,
located roughly 60 kilometers from the city of Copiapo, and the adjacent “La
Mofralla Property”, consisting of approximately 250 hectares of exploration
concessions also located roughly 60 kilometers from the City of
Copiapo.  These properties were subject to separate letters of intent
entered into during July and October of 2008, as previously disclosed. Under the
Gareste Agreement the Company issued a total of 5,000,000 shares of its common
stock to Gareste on October 12, 2009, allocable as follows: 2,000,000 shares of
common stock as consideration for the Venado Property, 2,000,000 shares of
common stock as consideration for the El Corral Property and 1,000,000 shares of
common stock as consideration for the La Mofralla Property (collectively, the
“Gareste Oxide Shares”).  In addition, the Venado Property is subject
to a 2% net smelter return royalty, capped at $10,000,000, 50% of which can be
repurchased by Pacific Copper at any time prior to the commencement of
production for $3,000,000, and the El Corral Property is subject to a 2% net
smelter return royalty, capped at $10,000,000, 50% of which can be repurchased
by Pacific Copper at any time prior to the commencement of production for
$2,000,000.  The Company expensed $749,700, relating to the issue of
5,000,000 common shares calculated at $0.15 per common share net of
capitalization for $300 for mineral property claims.  Property
acquisition costs relating to the exploration properties were expensed as the
assets were considered impaired.  In the absence of proven and
probable reserves, the Company is unable to allocate any economic values to the
claims groups acquired in the transaction (as listed below).  Pursuant
to this acquisition the Company acquired interest in the following mineral
claims which were capitalized at $100 each:


Venado


El Corral


La Mofralla





13


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




9.
            Commitments
      and Contingencies


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. The 4,850,000 shares of the Company’s common stock issued in connection
with the closing of this transaction are held in escrow subject to the
satisfaction of certain post-closing conditions.




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 had an initial two-year term
that commenced on August 1, 2007 and continued through August 1, 2009.
 Under the terms of the Employment Agreement, the term was
automatically renewed on August 1, 2009, for another two years.  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 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 was to receive payments of $4000 each month
thereafter.  Commencing in January of 2009, this amount was reduced to
$2,500 per month, and as of March, 2009, to $250 per month.  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, 2009, is $212,774
in the event of a lease default with full acceleration of rent. The lease which
was executed by War Eagle Mining Corporation, a Canadian corporation which at
the time of execution was related to the Company through common directors, (“War
Eagle”) as Lessee, is now in default and Kriyah subsequently moved its office
location. The War Eagle lease is also guaranteed by Zoro Mining Corp. (a related
Company).  Kriyah’s Manager, Andrew A. Brodkey, is also the President
and CEO of the Company. The potential liability as a result of this default is
not determinable at this time. Expense, if any, will be recorded in the period
in which any liability becomes known.





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
January 24, 2008, the Company, through its subsidiary Pacific LTDA entered into
an exclusive exploration, mining and exploitation agreement (the "Guanaca
Lease") for the La Guanaca oxide copper project located northeast of the town of
Inca de Oro, Chanaral Province, Atacama Region 3, Chile. This property, which
consists of approximately 300 hectares of exploration concessions, is
road-accessible and was previously explored in the mid-1990's through
geophysical methods, sampling and drilling by Empresa Nacional de Mineria
("ENAMI") a Chilean nationally-owned mining enterprise.  The Guanaca
Lease is for a term of 5 years and is renewable automatically for additional
5-year periods.  The owners of the La Guanaca property will receive
US$2,000 per month in cash during the term of the agreement.




14


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




9.
            Commitments
      and Contingencies-Cont’d


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 50% owner and co-managing 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.





The
Company, through Pacific LTDA, also executed a letter of intent dated
September 9, 2009 with Gareste to acquire its interest in the “Yerbas Buenas”
oxide copper property located 130 km southeast of the city of Copiapo, Atacama
Region III, Chile (the “Yerbas Buenas LOI”). By letter agreement dated February
22, 2010, the Company agreed with Gareste to terminate the Yerbas Buenas LOI. .
The Company determined from its exploration efforts that the property appears to
principally contain silver mineralization, and therefore is not of primary
interest to the Company.  In exchange for the release of this property
back to Gareste, and in consideration of exploration efforts expended by the
Company during the pendency of the Yerbas Buenas LOI, Gareste has agreed to
convey to Pacific Copper a 2% Net Smelter Return royalty on mineral production
from the property, capped at US$250,000.





Pacific
Copper Corp. through its Chilean subsidiary Pacific Copper Chile Limitada,
entered into a mineral property acquisition agreement (“MPAA”) with Gareste
Limitada to purchase the San Enrique property located in Atacama Region III,
Chile and comprising 100 hectares. In consideration Pacific Copper will issue 7
million shares of its capital stock and shall grant a 2% Net Smelter Return
(NSR) royalty to Gareste Limitada, capped at US$6 million, one half (1/2) of
which can be repurchased by Pacific Copper or its subsidiary at any time prior
to commencement of any commercial production by making a payment of US$2 million
to Gareste Limitada. On February 22, 2010, the Company, its subsidiary Pacific
Copper Chile Ltda. (“Pacific LTDA”)  and Sociedad Gareste Limitada
(“Gareste”) amended (the “Amendment”) the MPAA.  Gareste is the
private Chilean limited liability partnership in which one of the Company’s
directors, Harold Gardner, is a 50% owner and co-managing partner. Under the
terms of the Amendment, Gareste agreed to include in the purchase additional
mineral exploration concessions adjacent to San Enrique, comprising 160
hectares, and applications for another 2,000 hectares of adjacent concessions
that overstake current concessions with senior rights in third-parties. The
parties have also agreed to extend the Closing Date of the MPAA to June 30, 2010
and to grant and extend to Gareste a specific right of rescission (“Rescission
Right”) of the transaction, which after closing, and if exercised, will obligate
the Company and Pacific LTDA to convey the mineral titles back to Gareste if the
Company does not raise and add to its treasury the net sum of US$1.6 million
dollars within six (6) months of the Effective Date of the Amendment, or if US$1
million is not expended by Pacific Copper Chile and the Company on the Property
and related project overhead within eighteen (18) months of the Effective
Date.





15


PACIFIC COPPER
CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)






9.
            Commitments
      and Contingencies-Cont’d





The share
portion of the consideration payable by the Company to the vendor, under the
MPAA and the Amendment, amounting to 7 million shares of the Company, shall be
placed in escrow pending the satisfaction of closing conditions and the further
satisfaction of the conditions that would otherwise give rise to the Rescission
Right. In the case that the Rescission Right is exercised, Gareste is obligated
to release from escrow and return any share consideration received for this
transaction back to the Company. The other terms of the MPAA remain
unchanged..





On
January 20, 2010, the Company executed an engagement agreement with an agent to
whom the Company agreed to pay a non-refundable work fee of $25,000 for a term
of 6 months, plus a cash advance against expenses of $3,500. The agent will
endeavor to obtain up to $2.1 million in funding for the Company, on terms and
conditions acceptable to the Company. The Company will compensate the agent with
a commission of 9% of the total amount of the financing and issue warrants equal
to 10% of the total number of shares issued by the Company under the financing,
with amounts advanced for the work fee to be adjusted against any commissions
earned.








10.
            Related
      Party Transactions





Sixmonth period endedApril
30,
2010


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


A)
            During
      the six month period ended April 30, 2010, the Company expensed stock
      based compensation for $8,017 relating to the vesting of the stock options
      issued in years 2007 and 2008 to its
director.





B)
            A
      director of the Company provided consulting geological services to the
      Company and a total of $45,000 was expensed to a private Company with
      director in common. $159,000 was owed to this private company as of April
      30, 2010.





C)
            A
      director of the Company provided consulting services to the Company and a
      total of $45,000 was expensed to a private company with director in
      common.  $336,100 was owed to this private company as of April
      30, 2010 which also includes non-reimbursed
  expenses.





D)
            The
      Company expensed $70,688 being the amount payable to Kriyah, including
      benefits charged to the Company, relating to compensation payable to
      the  President, CEO, Director and Chairman of the Board of
      Directors of the Company. As of April 30, 2010, $170,257 was owed which
      also included non-reimbursed
expenses.





E)  The
Company incurred a total of $116,708 to a private Chilean company that provides
exploration services to the Company in Chile, and has a director in common, of
which $568,663 was owed at April 30, 2010 with such costs recorded as project
costs.





F)  The
Company owed $10,140 to the CFO as of April 30, 2010 for services rendered to
the Company.




16


PACIFIC COPPER
CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)







11.
            Deferred
      Stock Compensation





The
Company issued 1,000,000 restricted common shares each to three consultants in
fiscal 2007, for a total of 3,000,000 common shares valued at
$1,500,000.  The Company has expensed the entire consulting expenses
of $1,500,000 as of October 31, 2009. In February 2010, the Company issued
300,000 restricted common shares to a consultant valued at $30,000 pursuant
to a consulting agreement for a period of service of 24 months. The
Company has expensed $2,167 during the quarter ended April 30,
2010.




12.
            Advances
      to a related party




Advances
to a related party include a net receivable of $20,000, after providing a
reserve for doubtful receivable for $140,000, advanced interest free against
demand promissory notes to the Company related through common directors and
management.  The advance was used to cover common business expenses
between the two Companies. The Company opted to create a reserve for $140,000 as
a matter of prudence and caution due to the current unfavorable and challenging
general economic conditions. Subsequent to the quarter, the related party repaid
the amount of $20,000.




13.
            Advances
      from non-related parties




On June
20, 2008, the Company received an advance of $247,000 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.  The Company received a
further advance of an additional $5,100 on September 30, 2008 from the same
party.  The Company received additional advances totaling $18,500 from
this party during the twelve month period ended October 31, 2009. The Company
received additional advances totaling $16,000 from this party during the three
month period ended January 31, 2010 and $12,264 during the quarter ended April
30, 2010. The total amount due including interest as of April 30, 2010 is
$337,942





On
November 28, 2008, the Company received an advance of $100,000 from another non
related party which bears interest at an annual rate of 10% and is due within
twelve months from receipt thereof. The total amount due as of April 30, 2010,
including interest is $114,219.





On February 17, 2009, the Company
issued a promissory note (the “War Eagle Note”) to War Eagle Mining Company,
Inc. a Canadian Corporation (“War Eagle”).  War Eagle and the Company
no longer share a common director.  Under the terms of the War Eagle
Note, a total of $100,000 has been advanced; all amounts advanced are due and
payable on June 30, 2009 with interest at 15% per annum.  The War
Eagle Note was to be secured by a blanket security interest in all real,
personal, and intangible interests of Pacific Copper associated with each of the
La Guanaca, El Corral, La Mofralla and Venado projects (the Company’s South
American oxide copper properties, as described in this report).  In
February 2009, War Eagle notified the Company that it would not fund the full
amounts contemplated in the War Eagle Note, leaving a funding shortfall of
$55,000.  The Company has notified War Eagle that it considers this
failure to fully fund the War Eagle Note to be a breach, has denied the security
interest, and has reserved all of its legal rights.  The total amount
due as of April 30, 2010, including interest is $124,904.




17


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)







14.
            Convertible
      notes







Convertible
notes consist of the following as of April 30, 2010:





Net
      carrying amounta)$100,000
      face value, 6% convertible note, due October 31,
    2010
            
            $
            75,661b)$166,500
      face value, 12% convertible note, due July 27, 2011
            
            
            96,018c) 
      $20,000 face value, 12% convertible note, due October 26,
    2011
            
            
            10,108181,787





a) On
October 27, 2008, the Company issued a $100,000 face value, 6% convertible note,
due October 31, 2010.  The principal amount of the note and interest
is payable on October 31, 2010.  While the note is outstanding, the
investor has the option to convert the principal balance and interest, into
conversion units at a conversion price of $0.16 per unit.  Each
conversion unit is convertible into one share of common stock and one warrant to
purchase one share of common stock.  Further, the terms of the
convertible note provide for certain redemption features. If, in the event of
certain defaults on the terms of the note, certain of which are indexed to
equity risks, the holder can accelerate the payment of outstanding principal and
interest.  The financing transaction also provided the holder with
Additional Investment Rights (“AIR”) to purchase up to $800,000 face value
convertible notes under the same terms and conditions as the $100,000
convertible note.








The
Company has evaluated the terms and conditions of the convertible note and the
AIR under the guidance of ASC 815.  The embedded conversion option,
indexed to a share of stock and a warrant, does not meet the conventional
convertible exemption.  The warrant element of the conversion unit
does not otherwise fall within the scope of the “indexed to the company’s own
stock” exemption provided in ASC 815 and required
bifurcation.  Further, certain redemption features that are indexed to
equity risks are not clearly and closely related to the host debt
agreement.  Accordingly, a compound embedded derivative was bifurcated
from the contract and has been recorded as a derivative
liability.  Similarly, the AIR embodies similar features that did not
meet equity classification and accordingly derivative liability classification
of the compound feature is also reflected in liabilities.




18


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




14.
            Convertible
      notes-Cont’d





Fair
value of the compound embedded derivative and embedded warrants in the
additional investment right were  measured using the Monte Carlo
Simulation technique. The common share element of the conversion option did not
require treatment as derivative financial instruments, the Company was required
to evaluate the feature as potentially embodying a beneficial conversion feature
under ASC 470. A beneficial conversion feature is present when the fair value of
the underlying common share exceeds the effective conversion price of the
conversion option. The effective conversion price is calculated as the basis in
the financing arrangement allocated to the hybrid convertible debt agreement,
divided by the number of shares into which the instrument is indexed. As a
result of this evaluation under the aforementioned standards, the Company
concluded that a beneficial conversion feature was present in the amount of
$5,625 in the $100,000 face value convertible note. The amount is amortized
using the effective interest method.


The derivative liabilities as of April 30, 2010 consisted of the
following:


Derivative financial instrumentCompound embedded derivative
            
            23,125Additional investment rights
            
            -23,125


b) On
July 27, 2009, the Company issued 12% convertible notes to multiple investors
with an aggregate face value of $166,500. The principal amount of the notes and
interest is payable on July 27, 2011. While the note is outstanding, the
investor has the option to convert the principal balance and interest, into
common stock at a fixed conversion price of $0.10. In the event of certain
defaults on the terms of the note, certain of which are indexed to equity risks,
the holder can accelerate the payment of outstanding principal and interest (the
“Default Put”).





The
Company evaluated the notes for accounting purposes under ASC 815 and have
determined that the conversion feature meets the conventional-convertible
exemption and, accordingly, bifurcation and fair-value measurement of the
conversion feature is not required. The notes were issued with a beneficial
conversion feature, having a value of $49,950.





In
conjunction with the offering the Company issued warrants to the investors
indexed to 1,665,000 shares of common stock with an exercise price of $0.25 per
share. The fair value of the warrants was determined to be $86,414 using the
Black-Scholes-Merton valuation technique and they were recorded at their
relative fair value of $46,085 in accordance with ASC 470. As a result of
allocating a portion of the proceeds to the warrants and the beneficial
conversion feature, the notes were recorded net of a discount of
$98,024.  The beneficial conversion feature is recorded in paid-in
capital, and the discount on the notes will be amortized through periodic
charges to interest expense over the term of the notes using the effective
interest method. Amortization of debt discounts amounted to $19,126 during the
six month period ended April 30, 2010.





c) On
October 26, 2009, the Company issued 12% convertible notes to two investors with
an aggregate face value of $20,000. The principal amount of the notes and
interest is payable on October 26, 2011. While the note is outstanding, the
investor has the option to convert the principal balance and interest, into
common stock at a fixed conversion price of $0.10. In the event of certain
defaults on the terms of the note, certain of which are indexed to equity risks,
the holder can accelerate the payment of outstanding principal and interest (the
“Default Put”).





19


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




14.
            Convertible
      notes-Cont’d





The
Company evaluated the notes for accounting purposes under ASC 815 and have
determined that the conversion feature meets the conventional-convertible
exemption and, accordingly, bifurcation and fair-value measurement of the
conversion feature is not required. The notes were issued with a beneficial
conversion feature, having a value of $6,000.


In
conjunction with the offering the Company issued warrants to the investors
indexed to 1,665,000 shares of common stock with an exercise price of $0.25 per
share. The fair value of the warrants was determined to be $10,380 using the
Black-Scholes-Merton valuation technique and they were recorded at their
relative fair value of $6,014 in accordance with ASC 470. As a result of
allocating a portion of the proceeds to the warrants and the beneficial
conversion feature, the notes were recorded net of a discount of
$12,014.  The beneficial conversion feature is recorded in paid-in
capital, and the discount on the notes will be amortized through periodic
charges to interest expense over the term of the notes using the effective
interest method. Amortization of debt discounts amounted to $2,072 during the
six month period ended April 30, 2010.








15.
            Project
      expenses




During
the six month period ended April 30, 2010 and 2009, the Company incurred project
related expenses on the following mineral claims in Chile:




2010
              
              
              2009Cerro
      Blanco (Chile)
              
              $
              8,035
              
              
              $
              -San
      Enrique (Chile)
              
              $
              714
              
              
              
              -Corral
      (Chile)
              
              
              -
              
              
              $
              5,625Carrera
      Pinto (Chile)
              
              $
              324
              
              
              $
              13,759Carrizal
      (Chile)
              
              
              -
              
              
              $
              21,280La
      Mofralla (Chile)
              
              
              -
              
              
              $
              2,250La
      Guanaca (Chile)
              
              
              -
              
              
              $
              4,803Venapai
      (Chile)
              
              
              -
              
              
              $
              150,317Yerbas
      Buenas (Chile)
              
              
              -
              
              
              $
              129,628Site
      Administration
              
              $
              217,601
              
              
              $
              351,659Total
              
              $
              226,674
              
              
              $
              679,321


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




16.
            General
      and administration expenses





General
and administration expense for the six month period ended April 30, 2010 and
2009 include the following:




2010
              
              
              2009Non-cash
      compensation expense relating to the issue of options and
      warrants
              
              $
              26,942
              
              
              $
              183,183Non
      cash expense relating to the amortization of deferred stock
      compensationrelating
      to issue of stock to consultants
              
              $
              2,167
              
              
              $
              125,000Legal,
      accounting and audit
              
              $
              18,209
              
              
              $
              117,120Office,
      payroll and other general expenses
              
              $
              224,932
              
              
              $
              230,620Total
              
              $
              272,250
              
              
              $
              655,923





20


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2010


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)








17.         Reclassifications





Certain
amounts have been reclassified to conform to current period presentation.
Specifically the Company has adopted ASC TOPIC 810-Non-Controlling Interests in
Consolidated Financial Statements. The objective of this Statement is to improve
the relevance, comparability and transparency of the financial information that
the Company provides.





18.         Subsequent
Events





Subsequent
to the quarter ended April 30, 2010, the Company received $20,000 from the
related party which had a net receivable of $20,000.





21


MANAGEMENT'S
DISCUSSION AND ANALYSIS OF


FINANCIAL
CONDITION AND RESULTS OF OPERATION


FOR
THE THREE AND SIX MONTH PERIOD ENDED APRIL 30, 2010








Discussion
of Operations & Financial Condition


Three
and Six month Period ended April 30, 2010







The
Company is in the exploration stage and has not yet realized revenues from any
operations.  The Company has incurred a loss of $599,123 for the six
month period ended April 30, 2010.  This loss includes a non-cash stock
based compensation expense for $26,942. At April 30, 2010, the Company had an
accumulated deficit during the exploration stage of
$17,770,029.  During the year ended October 31, 2008 the Company
raised capital of $1,475,815 (net of offering costs). Further, during the year
ended October 31, 2008 the Company raised an additional $100,000 being
subscription for convertible notes (See note 15-“Convertible Note Financing
Transaction”). The Company raised an additional $186,500 during the year ended
October 31, 2009 from issue of convertible notes. Management's plan is to
continue raising capital through future equity or debt financing until it
achieves profitable operations from mineral extraction activities.





As of the
date of the filing of this report, the Company has very little
cash.  As of the quarter ended April 30, 2010, the Company’s current
liabilities were $2,533,404 while current assets were
$36,042.  Management has taken steps to reduce operating
costs.  These steps include deferral of salaries for senior
management, deferral of payments to consultants and service providers, and
reduction of all exploration activities.





Due to
current difficult economic conditions and increased competition among small
mineral exploration stage companies for available sources of capital, it has
become more difficult to raise financing than in the previous operating years of
the Company.  The continued depletion of current cash and cash
equivalents to meet ongoing administrative expenses and other continuing
obligations is a material concern of management.  The continued
operation of the Company is dependent on raising additional financing to meet
commitments and obligations and there can be no assurance that such financing
can be obtained on a timely basis or on favorable terms or at all.  If
we fail to obtain financing, the Company may be forced to cease doing
business.








SELECTED
INFORMATION




Three
      months ended
              
              
              Three
      months endedApril 30,
    2010
              
              
              April 30,
    2009Revenues
              
              $
              Nil
              
              
              $
              NilNet
      Loss attributable to Pacific Corp.stockholders
              
              $
              293,094
              
              
              $
              472,522Loss
      per share-basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.01
              )Six
      months ended
              
              
              Six
      months endedApril 30,
    2010
              
              
              April 30,
    2009Revenues
              
              $
              Nil
              
              
              $
              NilNet
      Loss attributable to Pacific Corp.Stockholders
              
              $
              599,123
              
              
              $
              1,363,471Loss
      per share-basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.03
              )
 As
      at
              
              
              As
      atApril 30,
    2010
              
              
              October 31,
      2009Total
      Assets
              
              $
              129,487
              
              
              $
              164,948Total
      Liabilities
              
              $
              2,715,191
              
              
              $
              2,180,456Cash
      dividends declared per share
              
              Nil
              
              
              Nil
  22


The total
assets as of April 30, 2010 includes cash and cash equivalents of $13,175,
deferred financing costs of $2,867, advances to related party for $20,000,
capital assets of $92,545 and mining claims for $900.  The total
assets as of October 31, 2009 include cash and cash equivalents of $9,349,
prepaid expenses of $5,782, deferred financing costs for $4,023, advance to
related party for $36,000, capital assets of $108,894 and mining claims for
$900.





Revenues





No
revenue was generated by the Company’s operations during the three and six month
period ended April 30, 2010 and April 30, 2009.





Net
Loss




The
Company’s expenses are reflected in the Statements of Operation under the
category of Expenses. The Company is an exploration stage mining company and has
not yet realized any revenue from its operations.  The Company is
primarily engaged in the acquisition and exploration of mining
properties.  Mineral property exploration costs are expensed as
incurred.  Mineral property payments are capitalized only if the
Company is able to allocate any economic value beyond proven and probable
reserves.  When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property will be capitalized.  For
the purpose of preparing financial information, the Company is unable to
allocate any economic value beyond proven and probable reserves and hence all
property payments are considered to be impaired and accordingly written off to
project expense.  All costs associated with a property that has the
potential to add to the Company’s proven and probable reserves are expensed
until a final feasibility study demonstrating the existence of proven and
probable reserves is completed.  No costs have been capitalized in the
periods covered by these financial statements.  Once capitalized, such
costs will be amortized using the units-of-production method over the estimated
life of the probable reserve.  Mineral property acquisition costs will
also be capitalized in accordance with the FASB Emerging Issues Task Force
("EITF") Issue 04-2 when management has determined that probable future benefits
consisting of a contribution to future cash inflows have been identified and
that adequate financial resources are available or are expected to be available
as required to meet the terms of property acquisition and budgeted exploration
and development expenditures.  Mineral property payments are expensed
as incurred if the criteria for capitalization is not met.




To date,
mineral property exploration costs have been expensed as incurred.  As
of the date of these financial statements, the Company has incurred only
property payments and exploration costs which have been expensed.  To
date the Company has not established any proven or probable reserves on its
mineral properties.





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





(a) General and Administrative
Expense





Included
in operating expenses for the six month period ended April 30, 2010 is general
and administrative expense of $272,250, as compared with $655,923 for the six
month period ended April 30, 2009.  General and administrative expense
represents approximately 52.8% of the total operating expense for the six month
period ended April 30, 2010. This expense for the six month period ended April
30, 2010 includes professional, consulting, office and general and non cash
compensation expense relating to the issue of options and warrants for $26,942
(prior period: $183,183)and non cash expense relating to the amortization of
deferred stock compensation relating to issue of stock to consultants for $2,167
(prior period $125,000).





23


(b) Project
Expense





Included
in operating expenses for the six month period ended April 30, 2010 is project
expenses of $226,674 as compared with $679,321 for the six month period ended
April 30, 2009.  Project expense represents approximately 44 % of the
total operating expense for the six month period ended April 30, 2010. This
expense includes consulting, claims, equipment rentals, contract labor, field
wages, drilling and other project related expenses incurred during the period
primarily on the mineral claims in Chile.





(c)Mineral
claims acquisition cost expense








(1)           On
December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL (“Pacific
Peru”), a limited liability partnership organized under the laws of Peru
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.  The 1% minority interest was credited with
$24,495.  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 were expensed as the assets were considered impaired.  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 mineral claim groups acquired in the transaction (as listed below)
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 through Pacific Peru acquired interests in two mineral claims which were
capitalized at $100 each.


Pursuant
to the terms of the Closing Agreement, the former partners of Pacific Peru 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.








(2)           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”), 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.  The 1% minority interest was credited with
$30,750.  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 mineral claims acquired in the transaction (as
listed below) to be material assets at this time, but our assessment may change
after further work is done on the properties.  Pursuant to this
acquisition the Company acquired interest in the following mineral claims which
were capitalized at $100 each:





Carrera
Pinto


Carrizal


Cerro
Blanco


La
Guanaca


The
conditions under the Chile Agreement have been satisfied or waived,and the Chile Consideration
shares were issued to the former partners of Pacific LTDA in 2009.





24


Liquidity
and Capital Resources





The
following table summarizes the company’s cash flows and cash in hand as of April
30, 2010:




April 30, 2010Cash
      and cash equivalent
              
              $
              13,175Working
      capital (deficit)
              
              $
              (2,497,362
              )Cash
      used in operating activities
              
              $
              (24,386
              )Cash
      used in investing activities
              
              $
              nilCash
      provided by financing activities
              
              $
              28,264





As at
April 30, 2010, the Company had a working capital deficit of
$2,497,362.  During the six-month period ended April 30, 2010, the
Company did not spend any funds on investment activity.  The Plant and
Equipment as on April 30, 2010 is $92,545.





Critical
Accounting Policies





The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States 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.  Beside 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 is an exploration stage mining company and has not yet realized any
revenue from its operations.  It is primarily engaged in the
acquisition and exploration of mining properties.  Mineral property
exploration costs are expensed as incurred.  Mineral property payments
are capitalized only if the Company is able to allocate any economic value
beyond proven and probable reserves.  When it has been determined that
a mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs incurred to develop such property will
be capitalized.  For the purpose of preparing financial information,
the Company is unable to allocate any economic value beyond proven and probable
reserves and hence all property payments are considered to be impaired and
accordingly written off to project expense.  All costs associated with
a property that has the potential to add to the Company’s proven and probable
reserves are expensed until a final feasibility study demonstrating the
existence of proven and probable reserves is completed.  No costs have
been capitalized in the periods covered by these financial
statements.  Once capitalized, such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.  Mineral property acquisition costs will also be capitalized
in accordance with the FASB Emerging Issues Task Force ("EITF") Issue 04-2 when
management has determined that probable future benefits consisting of a
contribution to future cash inflows have been identified and that adequate
financial resources are available or are expected to be available as required to
meet the terms of property acquisition and budgeted exploration and development
expenditures.  Mineral property payments are expensed as incurred if
the criteria for capitalization is not met.




To date,
mineral property exploration costs have been expensed as incurred. As of the
date of these financial statements, the Company has incurred only property
payments and exploration costs which have been expensed.  To date the
Company has not established any proven or probable reserves on its mineral
properties.





Off-Balance
Sheet Arrangement





The
Company had no off- balance sheet arrangements as of April 30, 2010 and April
30, 2009.





25


Contractual
Obligations and Commercial Commitments





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. The 4,850,000 shares of the Company’s common stock issued in connection
with the closing of this transaction are held in escrow subject to the
satisfaction of certain post-closing conditions.




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 had an initial two-year term
that commenced on August 1, 2007 and continued through August 1, 2009.
 Under the terms of the Employment Agreement, the term was
automatically renewed on August 1, 2009, for another two years.  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 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 was to receive payments of $4000 each month
thereafter.  Commencing in January of 2009, this amount was reduced to
$2,500 per month, and as of March, 2009, to $250 per month.  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, 2009, is $212,774
in the event of a lease default with full acceleration of rent. The lease which
was executed by War Eagle Mining Corporation, a Canadian corporation which at
the time of execution was related to the Company through common directors, (“War
Eagle”) as Lessee, is now in default and Kriyah subsequently moved its office
location. The War Eagle lease is also guaranteed by Zoro Mining Corp. (a related
Company).  Kriyah’s Manager, Andrew A. Brodkey, is also the President
and CEO of the Company. The potential liability as a result of this default is
not determinable at this time. Expense, if any, will be recorded in the period
in which any liability becomes known.





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
January 24, 2008, the Company, through its subsidiary Pacific LTDA entered into
an exclusive exploration, mining and exploitation agreement (the "Guanaca
Lease") for the La Guanaca oxide copper project located northeast of the town of
Inca de Oro, Chanaral Province, Atacama Region 3, Chile. This property, which
consists of approximately 300 hectares of exploration concessions, is
road-accessible and was previously explored in the mid-1990's through
geophysical methods, sampling and drilling by Empresa Nacional de Mineria
("ENAMI") a Chilean nationally-owned mining enterprise.  The Guanaca
Lease is for a term of 5 years and is renewable automatically for additional
5-year periods.  The owners of the La Guanaca property will receive
US$2,000 per month in cash during the term of the agreement.





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 50% owner and co-managing partner in
Gareste.


26


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.





The
Company, through Pacific LTDA, also executed a letter of intent dated
September 9, 2009 with Gareste to acquire its interest in the “Yerbas Buenas”
oxide copper property located 130 km southeast of the city of Copiapo, Atacama
Region III, Chile (the “Yerbas Buenas LOI”). By letter agreement dated February
22, 2010, the Company agreed with Gareste to terminate the Yerbas Buenas LOI. .
The Company determined from its exploration efforts that the property appears to
principally contain silver mineralization, and therefore is not of primary
interest to the Company.  In exchange for the release of this property
back to Gareste, and in consideration of exploration efforts expended by the
Company during the pendency of the Yerbas Buenas LOI, Gareste has agreed to
convey to Pacific Copper a 2% Net Smelter Return royalty on mineral production
from the property, capped at US$250,000.





Pacific
Copper Corp. through its Chilean subsidiary Pacific Copper Chile Limitada,
entered into a mineral property acquisition agreement (“MPAA”) with Gareste
Limitada to purchase the San Enrique property located in Atacama Region III,
Chile and comprising 100 hectares. In consideration Pacific Copper will issue 7
million shares of its capital stock and shall grant a 2% Net Smelter Return
(NSR) royalty to Gareste Limitada, capped at US$6 million, one half (1/2) of
which can be repurchased by Pacific Copper or its subsidiary at any time prior
to commencement of any commercial production by making a payment of US$2 million
to Gareste Limitada. On February 22, 2010, the Company, its subsidiary Pacific
Copper Chile Ltda. (“Pacific LTDA”)  and Sociedad Gareste Limitada
(“Gareste”) amended (the “Amendment”) the MPAA.  Gareste is the
private Chilean limited liability partnership in which one of the Company’s
directors, Harold Gardner, is a 50% owner and co-managing partner. Under the
terms of the Amendment, Gareste agreed to include in the purchase additional
mineral exploration concessions adjacent to San Enrique, comprising 160
hectares, and applications for another 2,000 hectares of adjacent concessions
that overstake current concessions with senior rights in third-parties. The
parties have also agreed to extend the Closing Date of the MPAA to June 30, 2010
and to grant and extend to Gareste a specific right of rescission (“Rescission
Right”) of the transaction, which after closing, and if exercised, will obligate
the Company and Pacific LTDA to convey the mineral titles back to Gareste if the
Company does not raise and add to its treasury the net sum of US$1.6 million
dollars within six (6) months of the Effective Date of the Amendment, or if US$1
million is not expended by Pacific Copper Chile and the Company on the Property
and related project overhead within eighteen (18) months of the Effective
Date.


The share
portion of the consideration payable by the Company to the vendor, under the
MPAA and the Amendment, amounting to 7 million shares of the Company, shall be
placed in escrow pending the satisfaction of closing conditions and the further
satisfaction of the conditions that would otherwise give rise to the Rescission
Right. In the case that the Rescission Right is exercised, Gareste is obligated
to release from escrow and return any share consideration received for this
transaction back to the Company. The other terms of the MPAA remain
unchanged..





On
January 20, 2010, the Company executed an engagement agreement with an agent to
whom the Company agreed to pay a non-refundable work fee of $25,000 for a term
of 6 months, plus a cash advance against expenses of $3,500. The agent will
endeavor to obtain up to $2.1 million in funding for the Company, on terms and
conditions acceptable to the Company. The Company will compensate the agent with
a commission of 9% of the total amount of the financing and issue warrants equal
to 10% of the total number of shares issued by the Company under the financing,
with amounts advanced for the work fee to be adjusted against any commissions
earned.





Subsequent
Events





Subsequent
to the quarter ended April 30, 2010, the Company received $20,000 from the
related party which had a net receivable of $20,000.





27


RISK
FACTORS


RISKS
RELATED TO OUR BUSINESS





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 fund our exploration and
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.WE
      WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER
      EXPLORATION


We
will require significant additional financing in order to continue our
exploration activities and our assessment of the commercial viability of our
properties in South America. Furthermore, if the costs of our planned
exploration programs are greater than anticipated, we may have to seek
additional funds through public or private share offerings or arrangements with
corporate partners. There can be no assurance that we will be successful in our
efforts to raise these require funds, or on terms satisfactory to us. The
continued exploration of current and future mineral properties and the
development of our business will depend upon our ability to establish the
commercial viability of our properties and to ultimately develop cash flow from
operations and reach profitable operations. We currently are in the exploration
stage and we have no revenue from operations and we are experiencing significant
negative cash flow. Accordingly, the only other sources of funds presently
available to us are through the sale of equity. Alternatively, we may finance
our business by offering an interest in any of our mineral properties to be
earned by another party or parties carrying out further exploration and
development thereof or to obtain project or operating financing from financial
institutions, neither of which is presently intended. If we are unable to obtain
this additional financing, we will not be able to continue our exploration
activities and our assessment of the commercial viability of our precious metal
and mineral properties. Further, if we are able to establish that development of
our precious metal and mineral properties is commercially viable, our inability
to raise additional financing at this stage would result in our inability to
place our mineral properties into production and recover our investment. We may
not discover commercially exploitable quantities of precious metals or minerals
on our properties that would enable us to enter into commercial production, and
achieve revenues and recover the money we spend on exploration.




Our
properties do not contain reserves in accordance with the definitions adopted by
the Securities and Exchange Commission, and there is no assurance that any
exploration programs that we out will establish reserves. All of our mineral
properties are in the exploration stage as opposed to the development stage and
have no known body of economic mineralization. The known mineralization at these
projects has not yet been determined, and may never be determined to be
economic. We plan to conduct further exploration activities on our properties,
which future exploration may include the completion of feasibility studies
necessary to evaluate whether a commercial mineable mineral exists on any of our
properties. There is a substantial risk that these exploration activities will
not result in discoveries of commercially recoverable quantities of minerals.
Any determination that our properties contain commercially recoverable
quantities of minerals may not be reached until such time that final
comprehensive feasibility studies have been concluded that establish that a
potential mine is likely to be economic. There is a substantial risk that any
preliminary or final feasibility studies carried out by us will not result in a
positive determination that our mineral properties can be commercially
developed.




28


3..
            SUBSTANTIAL
      PORTIONS OF OUR SOUTH AMERICAN COPPER OXIDE EXPLORATION PROPERTY ASSETS
      HAVE BEEN PLEDGED TO SECURE A SHORT-TERM NOTE AND COULD BE LOST IF WE
      CANNOT REPAY THE NOTE





On
February 17, 2009, Pacific Copper issued a promissory note (the “War Eagle
Note”) to War Eagle Mining Company, Inc. a Canadian corporation (“War
Eagle”).  The War Eagle Note has a face amount of
$155,000.  All amounts advanced under the War Eagle Note are due and
payable on June 30, 2009 with interest at 15% per annum.  By its
terms, the War Eagle Note was to be secured by a blanket security interest in
all real, personal, and intangible interests of the Company associated with each
of the La Guanaca, El Corral, La Mofralla and Venado projects (the Company’s
South American oxide copper properties, as described herein).  The
Company has declared a breach by War Eagle under the War Eagle Note for failure
by War Eagle to fully fund advances under the War Eagle Note, and has denied the
security interest.  While the Company believes it has a strong legal
position with respect to the dispute with War Eagle, it is possible that since
the Company has not  repaid the War Eagle Note on June 30, 2009 (the
maturity date), it could lose its interest in the properties securing the War
Eagle Note. (See Note 13 to the financial statements)








4..
            BECAUSE
      OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL
      EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE
      A HIGH RISK OF BUSINESS FAILURE.





Investors
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. Our
prospects are further complicated by a pronounced deterioration in equity
markets and constriction in equity capital available to finance and maintain our
exploration activities. Our likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake and the difficult economy and market volatility that we are
experiencing. Moreover, most exploration projects do not result in the discovery
of commercially mineable deposits.





5.
            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 two 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.





6.
            THE
      COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
  DELAYS.





The
Company could face further delays in obtaining title to properties under
contract with its subsidiary in Peru, as well as delays in obtaining permits to
explore on the properties covered by our claims or permits to develop the
projects.  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.





29


7.
            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.




8. OUR
EXPLORATION ACTIVITIES ON OUR MINERAL PROPERTIES MAY NOT BE COMMERCIALLY
SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR PLANS TO DEVELOP THE PROPERTY
ANDOUR INVESTMENTS IN EXPLORATION


Our
long-term success depends on our ability to establish commercially recoverable
quantities of ore on our mineral properties that can then be developed into
commercially viable mining operations. Mineral exploration is highly speculative
in nature, involves many risks and is frequently non-productive. These risks
include unusual or unexpected geologic formations, and the inability to obtain
suitable or adequate machinery, equipment or labor. The success of mineral
exploration is determined in part by the following factors:


·
              identification
      of potential mineralization based on superficial
  analysis;


·
              availability
      of government-granted exploration
permits;


·
              the
      quality of management and geological and technical
      expertise; and


·
              the
      capital available for
exploration.


Substantial
expenditures are required to establish proven and probable reserves through
drilling and analysis, to develop processes to extract minerals, and to develop
the mining and processing facilities and infrastructure at any chosen site.
Whether a mineral deposit will be commercially viable depends on a number of
factors, which include, without limitation, the particular attributes of the
deposit, such as size, grade and proximity to infrastructure; metal prices,
which fluctuate widely; and government regulations, including, without
limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of minerals and environmental protection. We may
invest significant capital and resources in exploration activities and abandon
such investments if it is unable to identify commercially exploitable mineral
reserves. The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any assurance to investors that we will discover or acquire any mineralized
material in sufficient quantities on any of our properties to justify commercial
operations. Further, we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially recoverable quantities
of precious metals or minerals on our properties.






9. OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE LIMITED
OPERATING HISTORY.




In
considering whether to invest in our common stock since there is only limited
historical financial and operating information available on which to base your
evaluation of our performance.  In addition, we have only recently
acquired or will acquire our primary minerals exploration prospects located in
South America with limited experience in early stage exploration
efforts.




30


10. WE
HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCE WE WILL BE
PROFITABLE IN THE FUTURE.





We have a
history of operating losses, expect to continue to incur losses, and may never
be profitable, and we must be considered to be in the exploration stage.
Further, we have been dependent on sales of our equity securities and debt
financing to meet our cash requirements. We have incurred losses totaling
approximately $17,770,029 from inception to April 30, 2010. As of
April 30, 2010, we had an accumulated deficit of $17,770,029. Further, we
do not expect positive cash flow from operations in the near term. There is no
assurance that actual cash requirements will not exceed our estimates. In
particular, additional capital may be required in the event that: (i) the costs
to acquire additional mineral exploration claims are more than we currently
anticipate or (ii) exploration and or future potential mining costs for
additional claims increase beyond our expectations;





11. COSTS
ASSOCIATED WITH ENVIRONMENT LIABILITIES AND COMPLIANCE MAY INCREASE WITH AN
INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS





We
believe that our operations currently comply, in all material respects, with all
applicable environmental regulations. However, we are not fully insured at the
current date against possible environmental risks.




12. ANY
CHANGE IN GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE
IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY





The laws,
regulations, policies or current administrative practices of any government
body, organization or regulatory agency in South America or any other applicable
jurisdiction, may be changed, applied or interpreted in a manner which will
fundamentally alter our ability to carry on business. The actions, policies or
regulations, or changes thereto, of any government body or regulatory agency, or
other special interest groups, may have a detrimental effect on us. Any or all
of these situations may have a negative impact on our ability to operate and/or
our profitably.





31


13
            OUR
      PLANNED MINERAL EXPLORATION EFFORTS ARE HIGHLY SPECULATIVE; WE HAVE NOT
      YET ESTABLISHED ANY PROVEN OR PROBABLE
RESERVES.





Mineral
exploration is highly speculative.  It involves many risks and is
often non-productive.  Even if we believe we have found a valuable
mineral deposit, it may be several years before production is possible. During
that time, it may become no longer feasible to produce those minerals for
economic, regulatory, political, or other reasons.  Additionally, we
may be required to make substantial capital expenditures and to construct
mining and processing facilities.  As a result of these costs and
uncertainties, we may be unable to start, or if started, to finish our
exploration activities.  In addition, we have not to date established
any proven or probable reserves on our mining properties and there can be no
assurance that such reserves will ever be established.





14.
            MINING OPERATIONS  IN  GENERAL  INVOLVE  A
      HIGH DEGREE OF RISK, WHICH WE MAY BE UNABLE, OR MAY  NOT
      CHOOSE  TO INSURE AGAINST.
..





Our
operations are subject to all of the hazards and risks normally encountered in
the exploration, development and production of minerals. These include
unusual  and  unexpected  geological  formations,
rock falls, flooding and other conditions  involved in the drilling
and removal of material, any of which could
result  in  damage  to, or destruction of, mines
and other producing facilities, damage  to  life or
property, environmental damage and possible legal liability.  Although
we plan to take adequate precautions to minimize these risks, and risks
associated  with equipment failure or failure of retaining dams which
may result
in  environmental  pollution,  there  can  be  no  assurance  that
even with our precautions,  damage  or  loss will
not occur and that we will not be subject to liability  which will
have a material adverse effect on our business, results of operation and
financial condition.





15.
            BECAUSE
      OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
      THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR
      BUSINESS.





The
search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure against. At the present time, we may not have sufficient coverage to
insure against these hazards.  Incurring such liabilities could result
in our going out of business.




16.
            GOING
      CONCERN QUALIFICATION




The
Company has included a “going concern” qualification in the Consolidated
Financial Statements to the effect that we are an exploration stage company and
have no established sources of revenue. In the event that we are unable to raise
additional capital and/or locate mineral resources, and ultimately develop
proven and probable reserves, as to which in each case there can be no
assurance, we may not be able to continue our operations. In addition, the
existence of the “going concern” qualification in our auditor's report may make
it more difficult for us to obtain additional financing. If we are unable to
obtain additional financing, you may lose all or part of your
investment.





17.
            OUR
      BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
  PRICES.


Our
ability to develop our mineral properties and the future profitability of the
Company is directly related to the market price of certain minerals, including
but not limited to copper. The Company is negatively affected by the decline in
commodity prices.





32


18.
            OUR
      COMMON STOCK IS A PENNY STOCK.





Our
Common Stock is classified as a penny Stock, which is traded on the OTC Bulletin
Board.  As a result, an investor may find it more difficult to dispose
of or obtain accurate quotations as to the price of the shares of the Common
Stock.  In addition, the “penny stock” rules adopted by the Securities
and Exchange Commission subject the sale of the shares of the Common Stock to
certain regulations which impose sales practice requirements on
broker-dealers.  For example, broker-dealers selling such securities
must, prior to effecting the transaction, provide their customers with a
document that discloses the risks of investing in such securities. Furthermore,
if the person purchasing the securities is someone other than an accredited
investor or an established customer of the broker-dealer, the broker-dealer must
also approve the potential customer’s account by obtaining information
concerning the customer’s financial situation, investment experience and
investment objectives.  The broker-dealer must also make a
determination whether the transaction is suitable for the customer and whether
the customer has sufficient knowledge and experience in financial matters to be
reasonably expected to be capable of evaluating the risk of transactions in such
securities. Accordingly, the Commission’s rules may result in the limitation of
the number of potential purchasers of the shares of the Common
Stock.  In addition, the additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in the Common Stock, which could severely limit the market of the
Company’s Common Stock.




19. 
ADDITIONAL ISSUANCES OF EQUITY SECURITIES MAY RESULT IN DILUTION OF OUR EXISTING
STOCKHOLDERS.




Our
Articles of Incorporation authorize the issuance of 200,000,000 shares of common
stock and 50,000,000 shares of preferred stock. The Board of Directors has the
authority to issue additional shares of our capital stock to provide additional
financing in the future and the issuance of any such shares may result in a
reduction of the book value or market price of the outstanding shares of our
common stock. If we do issue any such additional shares, such issuance also will
cause a reduction in the proportionate ownership and voting power of all other
stockholders. As a result of such dilution, if you acquire shares of our common
stock, your proportionate ownership interest and voting power could be
decreased. Further, any such issuances could result in a change of
control.




20. 
A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.





A decline
in the price of our common stock could result in a reduction in the liquidity of
our common stock and a reduction in our ability to raise additional capital for
our operations. Since our operations to date have been principally financed
through the sale of equity securities, a decline in the price of our common
stock could have an adverse effect upon our liquidity and our continued
operations. A reduction in our ability to raise equity capital in the future
would have a material adverse effect upon our business plan and operations,
including our ability to continue our current operations. If our stock price
declines, we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.





33


DISCLOSURE
AND FINANCIAL CONTROLS AND PROCEDURES




Based on
an evaluation our Chief Executive Officer and Chief Financial Officer conducted,
of the effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15(e) they concluded that our
disclosure controls and procedures were effective as of April 30, 2010, to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act are:




1.
            recorded,
      processed, summarized and reported within the time periods specified by
      the SEC's rules and forms, and




2.
            accumulated
      and communicated to management, including the Chief Executive Officer and
      Chief Financial Officer, as appropriate to allow timely decisions
      regarding required disclosure.




Management
of Pacific Copper is responsible for establishing and maintaining adequate
internal control over financial reporting.  Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States and includes those policies and procedures that:




(a)  Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
company;




(b)  Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and




(c)  Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the company's assets that could have a
material effect on the financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting.  However, these inherent limitations are known
features of the financial reporting process.  Therefore, it is
possible to design into the process safeguards to reduce this risk.




In making
this assessment, management, used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal
Control-Integrated Framework.




Inherent
in small business is the pervasive problem of segregation of
duties.  Given that the Company has a small accounting department,
segregation of duties cannot be completely accomplished at this stage in the
corporate lifecycle.  Management has added many compensating controls
to effectively reduce and minimize the risk of a material misstatement in the
Company’s financial statements.




Based on
its assessment, management has concluded that the Company's disclosure controls
and procedures and internal control over financial reporting is effective based
on those criteria.




During
the quarter ended April 30, 2010, there have been no changes to the Company’s
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.




34


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:





None








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





(b)
              31.1
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.
  31.2
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.
  32.1
              Certificate
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.




35


SIGNATURE





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







Dated:  June
      14, 2010
              By:
              /s/ Jodi
      HendersonSecretary
  36