CERTIFICATION





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


UNDER
      THE
      SECURITIES EXCHANGE ACT OF 1934, AS AMENDED





Exhibit
      31.2





I,
      Rakesh
      Malhotra, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB of Pacific Copper Corp. (“Pacific
      Copper” or the “small business issuer”) for the quarter ended July 31,
      2008;





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





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





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





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





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





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





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









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





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





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




Dated:
      September 11, 2008


/s/
                  Rakesh MalhotraRakesh
                  Malhotra, C.A., CFO(Chief
                  Financial Officer of Pacific CopperCorp.)




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