**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      QUARTERLY PERIOD ENDED July 31, 2007





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      TRANSITION PERIOD FROM ________ TO __________





Commission
      File Number 000-52495





PACIFIC
      COPPER CORP.


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **98-0504006**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)





**1226
      White Oak Blvd., Suite 10A, Oakville, Ontario L6H 2B9**


(Address
      of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: (905) 845-1839





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.





YES
x    NO o





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)





YES
o    NO x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:




Class
              Outstanding
                  As of July 31, 2007Common
                  Shares $ .0001 par value
              29,145,932





Transitional
      Small Business Disclosure Format


YES
o    NO x











**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**(Unaudited-
      Prepared by Management)**




INTERIM
      FINANCIAL STATEMENTS




JULY
      31,
      2007




(Amounts
      expressed in US Dollars)




(Unaudited
      - Prepared by Management)




**CONTENTS**




Interim
                Balance Sheets as of July 31, 2007 and October 31, 2006
            2Interim
                Statements of Operations for the nine months and three months ended
                July
                31, 2007 and July 31, 2006
            3Interim
                Statements of Changes in Stockholders' Equity for the nine months
                ended
                July 31, 2007 and the year ended October 31, 2006.
            4Interim
                Statements of Cash Flows for the nine months ended July 31, 2007
                and July
                31, 2006.
            5Condensed
                Notes to Interim Financial Statements
            6
                -
                19











**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Interim
      Balance Sheets as at


July
      31,
      2007 and October 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited -
      Prepared by Management)


July
                31,
            
            October
                31,2007
            
            2006$
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            1,932,598
            
            
            378,979Short
                term Investments
            
            
            900,002
            
            
            —Prepaid
                expenses and other receivables (note 9)
            
            
            1,567,044
            
            
            11,819**Total
                Current Assets**
            
            
            4,399,644
            
            
            390,798**Plant
                and Equipment, net**(note 4)
            
            
            1,713
            
            
            1,132**Total
                Assets**
            
            
            4,401,357
            
            
            391,930**LIABILITIES****Current**Accounts
                payable
            
            
            96,322
            
            
            58,370Accrued
                liabilities
            
            
            12,001
            
            
            10,013**Total
                Current Liabilities**
            
            
            108,323
            
            
            68,383**Commitments
                and Contingencies**(note 7)**STOCKHOLDERS'
                EQUITY**Capital
                Stock (note 5)Preferred
                stock, $0.0001 par value, 50,000,000 shares authorized, Nil issued
                and
                outstanding (2005 - nil)
            
            
            **—**
            
            
            —Common
                stock, $0.0001 par value, 200,000,000 shares authorized,
                29,145,932issued andoutstanding (2006 -17,315,932)
            
            
            2,915
            
            
            1,732**Additional
                Paid-in Capital**
            
            
            5,805,131
            
            
            979,189**Deficit
                Accumulated During the Exploration Stage**
            
            
            (1,515,012
            )
            
            (657,374
            )**Total
                Stockholders' Equity**
            
            
            4,293,034
            
            
            323,547**Total
                Liabilities and Stockholders' Equity**
            
            
            4,401,357
            
            
            391,930


See
      condensed notes to the interim financial statements


-
            2 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Interim
      Statements of Operations


For
      the
      nine months and three months ended July 31, 2007 and July 31, 2006 and the
      Period from Inception (May 18, 1999) to July 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited
      - Prepared by Management)





For
                the
            
            For
                the
            
            For
                the
            
            For
                thenine
                months
            
            nine
                months
            
            three
                months
            
            three
                monthsCumulative
            
            ended
            
            ended
            
            ended
            
            endedsince
            
            July
                31,
            
            July
                31,
            
            July
                31,
            
            July
                31,inception
            
            2007
            
            2006
            
            2007
            
            2006$
            
            $
            
            $
            
            $
            
            $**Revenues**
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —**Operating
                Expenses**General
                and administration
            
            
            678,370
            
            
            613,707
            
            
            —
            
            
            410,889
            
            
            —Project
                expenses
            
            
            872,675
            
            
            279,964
            
            
            —
            
            
            211,831
            
            
            —Amortization
            
            
            384
            
            
            384
            
            
            —
            
            
            148
            
            
            —**Total
                Operating Expenses**
            
            
            1,551,429
            
            
            894,055
            
            
            —
            
            
            622,868
            
            
            —**Loss
                from Operations**
            
            
            (1,551,429
            )
            
            **(**894,055
            )
            
            —
            
            
            (622,868
            )
            
            —Other
                income-interest
            
            
            36,417
            
            
            36,417
            
            
            —
            
            
            30,878
            
            
            —**Loss
                before Income Taxes**
            
            
            (1,515,012
            )
            
            (857,638
            )
            
            —
            
            
            (591,990
            )
            
            —Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —**Net
                Loss**
            
            
            (1,515,012
            )
            
            (857,638
            )
            
            **—**
            
            
            (591,990
            )
            
            **—****Loss
                per share-Basic and Diluted**
            
            
            
            
            
            (0.04
            )
            
            (0.00
            )
            
            (0.02
            )
            
            (0.00
            )**Weighted
                Average Common Shares Outstanding**
            
            
            
            
            
            21,643,368
            
            
            7,605,932
            
            
            27,887,780
            
            
            7,605,932


See
      condensed notes to the interim financial statements


-
          3 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


Interim
      Statements of
      Changes in Stockholders’ Equity


From
      Inception (May 18, 1999) to July 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited
      - Prepared by Management)


DeficitAccumulatedCommon
                Stock
            
            Additional
            
            during
                the
            
            TotalNumber
            
            
            
            Paid-in
            
            Exploration
            
            Stockholders'of
                Shares
            
            Amount
            
            Capital
            
            Stage
            
            Equity$
            
            $
            
            $Common
                stock issued on inception
            
            
            1
            
            
            
            
            
            1
            
            
            
            
            
            1Common
                shares issued for nil consideration (note 5)
            
            
            7,605,932
            
            
            761
            
            
            (761
            )
            
            **—**
            
            
            —Cancelled
                shares
            
            
            (1
            )
            
            —
            
            
            (1
            )
            
            
            
            
            (1
            )Contributed
                Services
            
            
            
            
            
            
            
            
            8,743
            
            
            
            
            
            8,743Net
                Loss for the period from inception (May 18, 1999) through October 31,
                2004
            
            
            —
            
            
            
            
            
            
            
            
            (8,743
            )
            
            (8,743
            )Balance,
                October 31, 2004
            
            
            7,605,932
            
            
            761
            
            
            7,982
            
            
            (8,743
            )
            
            —Contributed
                Services
            
            
            
            
            
            
            
            
            1,178
            
            
            
            
            
            1,178Net
                Loss
            
            
            —
            
            
            
            
            
            
            
            
            (1,178
            )
            
            (1,178
            )Balance
                October 31, 2005
            
            
            7,605,932
            
            
            761
            
            
            9,160
            
            
            (9,921
            )
            
            —Common
                shares issued for cash
            
            
            4,710,000
            
            
            471
            
            
            470,529
            
            
            **—**
            
            
            471,000Common
                shares issued for acquisition of interests in mineral
                claims
            
            
            5,000,000
            
            
            500
            
            
            499,500
            
            
            
            
            
            500,000Net
                Loss
            
            
            **—**
            
            
            **—**
            
            
            **—**
            
            
            (647,453
            )
            
            (647,453
            )Balance,
                October 31, 2006
            
            
            17,315,932
            
            
            1,732
            
            
            979,189
            
            
            (657,374
            )
            $
            323,547Common
                shares issued for cash
            
            
            660,000
            
            
            66
            
            
            65,934
            
            
            
            
            
            66,000Common
                shares issued for cash
            
            
            2,000,000
            
            
            200
            
            
            199,800
            
            
            
            
            
            200,000Common
                shares issued for cash
            
            
            4,520,000
            
            
            452
            
            
            2,259,548
            
            
            
            
            
            2,260,000Stock
                subscriptions received
            
            
            
            
            
            
            
            
            30,000
            
            
            
            
            
            30,000Stock
                Issuance cost
            
            
            
            
            
            
            
            
            (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
            
            
            
            
            
            795,000Common
                shares issued for services
            
            
            3,000,000
            
            
            300
            
            
            1,499,700
            
            
            
            
            
            1,500,000Stock
                based compensation
            
            
            
            
            
            
            
            
            92,675
            
            
            
            
            
            92,675Stock
                Issuance cost
            
            
            
            
            
            
            
            
            (43,750
            )
            
            
            
            
            (43,750
            )Net
                Loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (857,638
            )
            
            (857,638
            )Balance
                July 31, 2007
            
            
            29,145,932
            
            
            2,915
            
            
            5,805,131
            
            
            (1,515,012
            )
            $
            4,293,034


See
      condensed notes to the interim financial statements




-
          4 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Statements of Cash Flows


For
      the
      nine months ended July 31, 2007 and July 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited - Prepared by Management)


CumulativeSince
            
            July
                31,
            
            July
                31,Inception
            
            2007
            
            2006**Cash
                Flows from Operating Activities**Net
                Loss
            
            
            (1,515,012
            )
            
            (857,638
            )
            
            —Adjustment
                for:Amortization
            
            
            384
            
            
            384
            
            
            **—**Stock
                based compensation
            
            
            92,675
            
            
            92,675Expenses
                credited to Additional Paid-in Capital
            
            
            9,921
            
            
            **—**
            
            
            —Shares
                issued for mineral claims, as part of project expenses
            
            
            500,000
            
            
            —
            
            
            **—**Shares
                issued for services
            
            
            1,500,000
            
            
            1,500,000Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (1,567,044
            )
            
            (1,555,225
            )
            
            —Accounts
                payable
            
            
            96,322
            
            
            37,952
            
            
            —Accrued
                liabilities for operating activities
            
            
            12,001
            
            
            1,988
            
            
            —Net
                cash used in operating activities
            
            
            (870,753
            )
            
            (779,864
            )
            
            —**Cash
                Flows from Investing Activities**Short
                term investments
            
            
            (900,002
            )
            
            (900,002
            )Acquisition
                of plant and equipment
            
            
            (2,097
            )
            
            (965
            )
            
            —Net
                cash used in investing activities
            
            
            (902,099
            )
            
            (900,967
            )
            
            —**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash
            
            
            3,705,450
            
            
            3,234,450
            
            
            **—**Net
                cash provided by financing activities
            
            
            3,705,450
            
            
            3,234,450
            
            
            —**Net
                increase (decrease) in Cash and Cash equivalents**
            
            
            1,932,598
            
            
            1,553,619
            
            
            —**Cash-
                beginning of period**
            
            
            **—**
            
            
            378,979
            
            
            —**Cash
                - end of period**
            
            
            1,932,598
            
            
            1,932,598
            
            
            —**Supplemental
                Cash Flow Information**Interest
                paid
            
            
            **—**
            
            
            —
            
            
            —Income
                taxes paid
            
            
            **—**
            
            
            —
            
            
            —


See
      condensed notes to the interim financial statements


-
          5 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited
      - Prepared by Management)**




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




The
      accompanying unaudited financial statements for
      Pacific Copper Corp. (the “Company”) do not include all the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of recurring accruals) considered necessary for fair presentation have been
      included. Operating results for the interim period are not necessarily
      indicative of the results that may be expected for the year ended October 31,
      2007. Interim financial statements should be read in conjunction with the
      company’s annual audited financial statements.




**2.**
            **Exploration
                Stage Activities**




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 is in the exploration stage and has not yet realized revenues from
      its
      planned operations. The Company has incurred a loss of $857,638 for the nine
      month period ended July 31, 2007. At July 31, 2007, the Company had an
      accumulated deficit during the exploration stage of $1,515,012. The Company
      has
      funded operations through the issuance of capital stock. In September and
      October 2006, the Company issued its common stock for gross proceeds of
      $471,000. During the quarter ended January 31, 2007 the Company raised an
      additional $66,000. During the quarter ended April 30, 2007, the Company raised
      an additional $2,490,000. During the quarter ended July 31, 2007 the Company
      raised an additional $795,000. Management's plan is to continue raising
      additional funds through future equity or debt financing until it achieves
      profitable operations from its mineral extraction activities.





-
          6 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited - Prepared by Management)**




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




Pacific
      Copper Corp. (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 extraction of minerals.




The
      Company is an exploration stage mining company and has not realized any revenues
      from its operations. It is primarily engaged in the acquisition, exploration
      and
      development of mining properties. Mineral property acquisition and exploration
      costs are expensed as incurred. 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, are capitalized.
      For the purpose of preparing financial information, 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 reserve 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.




**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 method







July
                31, 2007
            
            
            
            October
                31, 2006Accumulated
            
            
            
            AccumulatedCost
            
            Depreciation
            
            Cost
            
            Depreciation$
            
            $
            
            $
            
            $Office,
                furniture and fixtures
            
            
            386
            
            
            39
            
            
            —
            
            
            —Computer
                equipment
            
            
            1,711
            
            
            345
            
            
            1,132
            
            
            —2,097
            
            
            384
            
            
            1,132
            
            
            —Net
                carrying amount
            
            
            
            
            $
            1,713
            
            
            
            
            $
            1,132




-
          7 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




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





Year
      ended October 31, 2006





In
      September and October of 2006, the Company issued 4,710,000 common shares
      through private placements for gross proceeds of $471,000.





On
      October 20, 2006 the Company issued 5,000,000 common shares to purchase 100%
      rights, title and interest in certain mineral claims located in the county
      of
      Okanogan, State of Washington, to the Vendors who had these claims registered
      in
      trust with Multi Metals Mining Inc., a Nevada Corporation. The total
      consideration of $500,000 calculated at $0.10 per common share has been expensed
      to the income statement as Project expenses.





Quarter
      ended January 31, 2007





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





Quarter
      ended April 30, 2007





The
      Company issued 2,000,000 common shares through private placements for gross
      proceeds of $200,000. The private placement was undertaken entirely outside
      the
      United States pursuant to an exemption from registration under the Securities
      Act of 1933, as amended (the “Securities Act”) afforded by Regulation S
      promulgated under the Securities Act (“Regulation S”).





The
      Company, through private placements, issued 4,520,000 units at a price of $0.50
      per unit. Each unit consisted of one common share and one half a common share
      purchase warrant. Each full warrant is exercisable for one common share at
      $0.75
      per share on or before April 30, 2009. The private placement was undertaken
      entirely outside the United States pursuant to Regulation S. The Company filed
      a
      registration statement covering the re-sale of the shares and shares underlying
      the warrants on August 3, 2007. The SEC made this registration statement
      effective on August 16, 2007.





The
      Company also
      received a subscription of $30,000 for 60,000 units at a price of $0.50 per
      unit
      through a private placement undertaken entirely outside the United States
      pursuant to an exemption under Regulation S. Each such unit consisted of one
      common share and one half a common share purchase warrant. Each full warrant
      is
      exercisable for one common share at $0.75 per share on or before April 30,
      2009.
      The Company filed a registration statement covering the re-sale of the shares
      and shares underlying the warrants on August 3, 2007. The SEC made this
      registration statement effective on August 16, 2007.





The
      Company accrued share issuance expense of $72,800 as a finder’s fee for
      introductions to subscribers who purchased 2,080,000 units for a total
      investment of $1,040,000 in the above private


-
          8 -


placements.
      The Company subsequently paid this finder’s fee in cash and also issued to the
      finder a warrant to purchase 145,600 shares at $0.50 per share on or before
      April 30, 2009.




Quarter
      ended July 31, 2007





A
      private
      placement which commenced in the quarter ended April 30, 2007 (disclosed above)
      in the amount of $30,000
      for 60,000 units at $0.50 per unit was fully closed in the quarter ended July
      31, 2007. Each unit consists of one common share and one half a common share
      purchase warrant. Each full warrant is exercisable for one common share at
      $0.75
      per share on or before April 30, 2009.


-
          9 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




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





The
      Company, through private placements, issued 1,590,000 units at $0.50 per unit.
      Each unit consisted of one common share and one half a common share purchase
      warrant. Each full warrant is exercisable for one common share at $0.75 per
      share on or before April 30, 2009.





The
      Company paid a
      cash
      share issuance expense of $43,750 as a finder’s fee for introductions to
      subscribers purchasing 1,250,000 units for a total investment of $625,000 in
      the
      above private placements. The Company also issued to the finder a warrant to
      purchase 87,500 shares at $0.50 per share on or before April 30,
      2009.





On
      June
      1, 2007, the Company entered into an agreement with Sweetwater Capital
      Corporation (“Sweetwater”) for a term of 24 months to provide financial public
      relations, business promotion, business growth and development consulting
      services, including consultation regarding mergers and acquisitions, and general
      business consultation. The Company will pay Sweetwater $4,000.00 per month
      plus
      1,000,000 restricted shares of the Company's common stock that will be earned
      in
      equal installments of 250,000 shares on December 1, 2007, March 1, 2008, June
      1,
      2008 and September 1, 2008. The
      said
      1,000,000 shares of restricted common stock of the Company were tendered in
      one
      certificate on June 1, 2007. The consultant must return any unearned shares
      upon
      early termination of the agreement.





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement.





On
      June
      1, 2007, the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement.


-
          10 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**6.**
            **Stock
                based compensation**




On
      August
      8, 2006, the Board of Directors approved stock option plan ("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 to10 years. The total
      number of shares reserved for issuance under the 2006 Stock Option Plan is
      5,000,000. As of April 30, 2007,  no options had been granted under the
      2006 Stock Option Plan.




During
      the quarter ended July 31, 2007, the Board granted the following stock
      options:





a)
            On
                May 14, 2007,
                stock options to purchase 250,000 common shares at an exercise price
                of
                $0.50/per share, were issued to five Officers/ Directors of the
                Company.





b)
            On
                May 14, 2007, stock options to purchase 50,000 common shares at a
                price of
                $0.50 per share were issued to two
                consultants.





c)
            On
                May 14, 2007, stock options to purchase 100,000 common shares at
                a price
                of $0.50 per share were issued to a
                consultant.





The
      above
      options described in (a), (b) and (c) were granted in accordance with the terms
      of the Company’s 2006 Stock Option Plan and shall vest at the rate of 1/12 each
      month until fully vested. Should any of the above parties leave their position
      or be discharged from the Company, no further vesting will take place as of
      the
      date they leave or are discharged. All of the options granted were for a term
      of
      5 years.





d)
            On
                May 14, 2007, stock options to purchase 100,000 common shares at
                an
                exercise price of $0.50 per share were issued to two directors of
                the
                Company and a former chief financial officer of the Company. These
                options
                were granted in accordance with the terms of the Company’s 2006 Stock
                Option Plan and shall vest at the rate of 1/12 each month until fully
                vested. The options granted have a term of 5
                years.








-
            11 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**6.**
            **Stock
                based compensation-cont’d**




e)
            On
                July 20, 2007, stock options to purchase 100,000 common shares at
                a price
                of $0.50 per share were issued to a consultant. The options granted
                shall
                vest at the rate of 50,000 options on July 20, 2008 and the balance
                of
                 50,000 options on July 20, 2009. The options granted were for a term
                of 5 years.





f)
            On
                July 20, 2007, stock options to purchase 150,000 common shares at
                an
                exercise price of $0.50 per share were issued to a
                director.





The
      options referred to in f) were granted in accordance with the terms of the
      Company’s 2006 Stock Option Plan and shall vest at the rate of 1/12 each month
      until fully vested. The options granted have a term of 5 years.




The
      Company has adopted SFAS123 (Revised) commencing July 1, 2005.




The
      fair
      value of each grant was estimated at the grant date using the Black-Scholes
      option-pricing model. The Black-Scholes option pricing model requires the use
      of
      certain assumptions, including expected terms, expected volatility, expected
      dividends and risk-free interest rate to calculate the fair value of stock-based
      payment awards. The assumptions used in calculating the fair value of stock
      option awards involve inherent uncertainties and the application of management
      judgment. As the Company is new and had no data for historic volatility, the
      estimated volatility was determined by comparing the volatility of similar
      Companies within the industry sector.




The
      expected term calculation is based upon the expected term the option is to
      be
      held,  which
      is
      the full term of the option. The
      risk-free interest rate is based upon the U.S. Treasury yield in effect at
      the
      time of grant for an instrument with a maturity that is commensurate with the
      expected term of the stock options. The dividend yield of zero is based on
      the
      fact that we have never paid cash dividends on our common stock and we have
      no
      present intention to pay cash dividends. The expected forfeiture rate of 0%
      is
      based on the vesting of stock options in a short period of
      time.


-
          12 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**6.**
            **Stock
                based compensation-cont’d**





For the
      quarter ended July 31, 2007, 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:





14-May
            
            20-July2007
            
            2007
            
            TotalRisk
                free rate
            
            
            4.5
            %
            
            4.5
            %Volatility
                factor
            
            
            50
            %
            
            50
            %Expected
                dividends
            
            
            0
            %
            
            0
            %Forfeiture
                rate
            
            
            0
            %
            
            0
            %Expected
                life
            
            
            5
                years
            
            
            5
                yearsExercise
                price
            
            $
            0.50
            
            $
            0.50Total
                number of options granted
            
            
            1,750,000
            
            
            250,000
            
            
            2,000,000Grant
                date fair value
            
            $
            0.24
            
            $
            0.24Stock-based
                compensation cost expensed during the quarter ended July 31,
                2007
            
            $
            91,094
            
            $
            1,581
            
            $
            92,675Unexpended
                Stock -based compensation cost deferred over the vesting
                period
            
            $
            329,784
            
            $
            58,544
            
            $
            388,328





As
      of
      July 31, 2007 there was $388,328 of unrecognized expenses related to non-vested
      stock-based compensation arrangements granted. The stock-based compensation
      expense for the nine month period ended July 31, 2007 and July 31, 2006 was
      $92,675 and $nil respectively.




**7.**
            **Commitments
                and Contingencies**




The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp., a private company owned by an officer of the Company, for consulting
      services commencing September 1, 2006, at a rate of $7,500 per month plus
      reimbursement of expenses incurred with respect to the operation of the
      administration of the Corporation.




On
      June
      4, 2007, the Company executed an agreement with a drilling company to complete
      a
      minimum of 5,000 feet of diamond drilling during the 2007 field season on the
      Company’s Mazama Project located in Okanagan County, Washington State, USA.


-
          13 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**7.**
                **Commitments
                    and
                    Contingencies-cont’d**





On
      June
      1, 2007, the Company entered into an agreement with Sweetwater Capital
      Corporation, a private company with a director in common with the Company
      (“Sweetwater”) for a term of 24 months to provide financial public relations,
      business promotion, business growth and development consulting services,
      including consultation regarding mergers and acquisitions, and general business
      consultation. The Company will pay Sweetwater $4,000.00 per month plus 1,000,000
      restricted shares of the Company's common stock that will be earned in equal
      installments of 250,000 shares on December 1, 2007, March 1, 2008, June 1,
      2008
      and September 1, 2008. The said 1,000,000 shares of restricted Common stock
      of
      the Company were tendered in one certificate on June 1, 2007. The consultant
      must return any unearned shares upon early termination of the agreement. Either
      the consultant or the Company may terminate the agreement with or without cause
      upon sixty (60) days written notice to the other provided that the Company
      may
      not give notice of cancellation before January 1, 2008.





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement. Either the consultant or the Company may terminate the
      agreement with or without cause upon thirty (30) days written notice to the
      other provided that the Company may not give notice of cancellation before
      September 1, 2007.





On
      June
      1, 2007, the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement. Either the consultant or the Company may terminate the
      agreement with or without cause upon thirty (30) days written notice to the
      other provided that the Company may not give notice of cancellation before
      September 1, 2007.


-
          14 -


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**







**7.**
                **Commitments
                    and
                    Contingencies-cont’d**





On
      April
      19, 2007, the Company executed an agreement dated as of April 11, 2007 (the
      “Peru Agreement”) with David Hackman, a director of the Company, on behalf of a
      corporation to be formed in Peru which, prior to closing, will own certain
      mineral claims located in Peru. The corporation to be formed in Peru is referred
      to herein as “Peru Co.” On August 13, 2007, the Peru Agreement was amended and
      restated to reflect the legal formation of Peru Co. pursuant to the laws of
      Peru
      as Pacific Copper Peru SRL., a Peruvian limited liability partnership and to
      extend the closing date of the Peru Agreement. The parties now contemplate
      that
      the closing of the Peru Agreement shall occur no later than November of 2007.
      Pacific Copper will acquire 99% of the partnership interests of Peru Co. in
      exchange for 4,850,000 common shares (the Peru Exchange Shares) of Pacific
      Copper. Peru Co. would then become a subsidiary of Pacific Copper. One percent
      (1%) of the partnership interests of Peru Co. will be retained by Donald Stiles
      in order to satisfy the requirement under Peruvian law that the limited
      liability partnership has at least two members. Peru Co. will be required to
      appoint at least one manager who is a Peruvian citizen. This condition will
      be
      satisfied by the appointment of Donald Stiles. Under the terms of the amended
      and restated agreement the Company is no longer required to register the
      Exchange Shares and there will not be a Lock Up agreement as referred to in
      the
      original agreement. The Peru Exchange Shares will be issued pursuant to an
      exemption from registration under the Securities Act and will be restricted
      upon
      issuance. Upon execution of the original Peru Agreement, the Company paid
      $25,000 to cover expenses relating to formation of Peru Co. and consummation
      of
      the Peru Agreement which has been expensed to General and Administration
      expense.





On
      April
      19, 2007 the Company executed an agreement dated as of April 11, 2007 (the
      “Chile Agreement”) with Harold Gardner, a director of the Company, on behalf of
      a corporation to be formed in Chile which, prior to closing, will own certain
      mineral claims located in Chile. The corporation to be formed in Chile is
      referred to herein as “Chile Co.” On August 13, 2007, the Chile Agreement was
      amended and restated to reflect the legal formation of Chile Co. pursuant to
      the
      laws of Chile as Sociedad Pacific Copper Chile Limitada, a Chile a limited
      liability partnership and to extend the closing date of the Chile Agreement.
      The
      parties now contemplate that the closing of the Chile Agreement shall occur
      no
      later than November of 2007. Pacific Copper will acquire 99% of the partnership
      interests of Chile Co. in exchange for 4,850,000 common shares (the Chile
      Exchange Shares) of Pacific Copper. Chile Co. would then become a subsidiary
      of
      Pacific Copper. One percent (1%) of the partnership interests of Chile Co.
      will
      be retained by Eduardo Esteffan in order to satisfy the requirement under
      Chilean law that the limited liability partnership have at least two members.
      Chile Co. will be required to appoint at least one manager who is a Peruvian
      citizen. This condition will be satisfied by the appointment of Eduardo
      Esteffan. Under the terms of the amended and restated agreement the Company
      is
      no longer required to register the Chile Exchange Shares and there will not
      be a
      Lock Up agreement as referred to in the original agreement. The Chile Exchange
      Shares will be issued pursuant to an exemption from registration under the
      Securities Act and will be restricted upon issuance. Upon execution of the
      Chile
      Agreement, the Company paid $25,000 to cover expenses relating to formation
      of
      Chile Co. and consummation of the Chile Agreement which has been expensed to
      General and Administration expense.


-
          15 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**8.**
                **Related
                    Party
                    Transactions**




Related
      party transactions not otherwise disclosed in these financial statements are
      as
      follows. During the nine-month and three-month periods ended July 31, 2007,
      the
      Company paid $67,500 and $22,500 respectively to Medallion Capital Corp., a
      private corporation owned by an officer of the Company for consulting services
      (refer to note 7).




**9.**
            **Prepaid
                expenses and other
                receivables**





Prepaid
      and other expenses includes a
      loan of
      $200,000 to a South American company, which is secured by a promissory note
      to
      carry out a drilling program on property to be acquired by the Company through
      the acquisition of the Peru Co. When the purchase of Peru Co is completed the
      note may be retired with presentment of invoices for the drilling to the Company
      and if the purchase of Peru Co is not completed than the promissory note will
      be
      repayable in cash.





Prepaid
      and other expenses include the issuance of 1,000,000 restricted common shares
      each to three consultants, for a total of 3,000,000 common shares valued at
      $1,500,000. The Company expensed proportionate consulting expenses of $200,001
      and the balance of $1,299,999 is reflected as prepaid and other expenses in
      the
      balance sheet.




**10.**
            **Subsequent
                events**





The
      Company accepted the resignation of Todd Montgomery as President and Chief
      Executive Officer on August 3, 2007. There
      were no disagreements between the Company and Mr. Montgomery with respect to
      the
      Company’s operations, policies or practices. The Board agreed that the
      termination date of Todd Montgomery’s 250,000 options be extended for the full 5
      year term as originally granted and not terminated because of his resignation.
      Andrew A. Brodkey became President and CEO of the Company as of August 3, 2007,
      and was appointed to fill a vacancy on the Board of Directors and made Chairman
      of the Board as of August 9, 2007.





On
      August
      9, the Company and Andrew A. Brodkey executed an employment agreement pursuant
      to which the Company has retained Mr. Brodkey as President and Chief Executive
      Officer. The Employment Agreement has a two-year term commencing on August
      1,
      2007, unless terminated earlier pursuant to the terms of the Employment
      Agreement. Mr. Brodkey’s base salary is $132,000 per year. Mr. Brodkey also
      received 1,700,000 incentive options to purchase shares of the Company’s common
      stock at $0.50 per share. Such stock options have a term of five years
      commencing on August 1, 2007, and vest as follows: 200,000 options vested as
      of
      August 1, 2007 and the balance will vest at the rate of 66,666 options per
      month
      commencing on January 1, 2008. 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.


-
          16 -


On
      August
      22, 2007 the Company entered into an agreement with Kriyah Consultants LLC
      ("Kriyah")for the performance of certain administrative and management
      services.  The Kriyah Agreement has an initial term of two years and is
      then automatically renewable.  Either party may terminate the Kriyah
      Agreement upon 60 days prior written notice. Under the Kriyah Agreement, Kriyah
      received an initial payment of $57,503.77 and will receive payments of
      $4000.00 each month thereafter. Upon execution of the Kriyah Agreement, the
      Company issued to Kriyah 1,000,000 common share purchase warrants where each
      warrant is exercisable into one common share of the Company at the price of
      $0.60 until August 22, 2012. The warrants will vest beginning on August 22,
      2007
      over a period of two years at the rate of 250,000 Warrants every 6 months.
      In
      order to facilitate the retaining of Kriyah, the Company guaranteed a lease
      agreement for Kriyah’s office lease in Tucson, Arizona. The Company’s maximum
      obligation under the lease guarantee, as of the date of this report, would
      be
      $394,593.92 in the event of a lease default with full acceleration of rent.
      Kriyah’s manager, Andrew A. Brodkey, is also the President and CEO of the
      Company.





The
      Company accepted the resignation of Brent Walter as a Director on August 3,
      2007. There were no disagreements between the Company and Mr. Walter with
      respect to the Company’s operations, policies or practices. The Board agreed
      that the termination of Brent Walter’s 100,000 options be extended for the full
      5 year term as originally granted and not terminated because of his resignation.
      The Company appointed David Hackman, Harold Gardner and George Orr to fill
      vacancies on the Board of Directors as of August 9, 2007.





On
      April
      30, 2007, Mr. Orr resigned as the Chief Financial Officer of the Company and
      subsequently accepted appointment to fill a vacancy on its board of directors
      on
      August 9, 2007. There were no disagreements between the Company and Mr. Orr
      with
      respect to the Company’s operations, policies or practices. Mr. Orr’s options
      were extended for the full five-year term as originally granted and not
      terminated because of his resignation.




Amendment
      to Share Exchange Agreement with Sociedad Pacific Copper Chile
      Limitada




On
      April
      19, 2007, the Company entered into a share exchange agreement (the “Chile
      Agreement”) with Harold Gardner on behalf of an entity to be formed in Chile
      (“Chile Co.”), as announced in a report on Form 8-K filed with the United States
      Securities and Exchange Commission (the “SEC”) on April 25, 2007. On August 13,
      2007, the Chile Agreement was amended and restated to reflect the legal
      formation of Chile Co. pursuant to the laws of Chile as Sociedad Pacific Copper
      Chile Limitada, a Chile an limited liability partnership and to extend the
      closing date of the Chile Agreement. The parties now contemplate that the
      closing of the Chile Agreement shall occur no later than November of 2007.
      Pacific Copper will acquire 99% of the partnership interests of Chile Co. in
      exchange for 4,850,000 common shares (the Chile Exchange Shares) of Pacific
      Copper. Chile Co. would then become a subsidiary of Pacific Copper. One percent
      (1%) of the partnership interests of Chile Co. will be retained by Eduardo
      Esteffan in order to satisfy the requirement under Chilean law that the limited
      liability partnership has at least two members. Chile Co. will be required
      to
      appoint at least one manager who is a Peruvian citizen. This condition will
      be
      satisfied by the appointment of Eduardo Esteffan. Under the terms of the amended
      and restated agreement the Company is no longer required to register the Chile
      Exchange Shares and there will not be a Lock Up agreement as referred to in
      the
      original agreement. The Chile Exchange Shares will be issued pursuant to an
      exemption from registration under the Securities Act, and will be restricted
      upon issuance.


-
          17 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**10.**
                **Subsequent
                    events-cont’d**





Amendment
      to Share Exchange Agreement with Pacific Copper Peru SRL




On
      April
      19, 2007, the Company entered into a share exchange agreement (the “Peru
      Agreement”) with David Hackman on behalf of an entity to be formed in Peru
      (“Peru Co.”), as announced in a report on Form 8-K filed with the SEC on April
      25, 2007. On August 13, 2007, the Peru Agreement was amended and restated to
      reflect the legal formation of Peru Co. pursuant to the laws of Peru as Pacific
      Copper Peru SRL., a Peruvian limited liability partnership and to extend the
      closing date of the Peru Agreement. The parties now contemplate that the closing
      of the Peru Agreement shall occur no later than November of 2007. Pacific Copper
      will acquire 99% of the partnership interests of Peru Co. in exchange for
      4,850,000 common shares (the Peru Exchange Shares) of Pacific Copper. Peru
      Co.
      would then become a subsidiary of Pacific Copper. One percent (1%) of the
      partnership interests of Peru Co. will be retained by Donald Stiles in order
      to
      satisfy the requirement under Peruvian law that the limited liability
      partnership have at least two members. Peru Co. will be required to appoint
      at
      least one manager who is a Peruvian citizen. This condition will be satisfied
      by
      the appointment of Donald Stiles. Under the terms of the amended and restated
      agreement the Company is no longer required to register the Exchange Shares
      and
      there will not be a Lock Up agreement as referred to in the original agreement.
      The Peru Exchange Shares will be issued pursuant to an exemption from
      registration under the Securities Act, and will be restricted upon issuance.




Agreement
      with Kriyah Consultants LLC




The
      Company entered into an agreement with Kriyah Consultants LLC ("Kriyah"), dated
      as of August 22, 2007, for the performance of certain administrative and
      management services.  The Agreement has an initial term of two years and is
      then automatically renewable.  Either party may terminate the Agreement
      upon 60 days prior written notice. Under the Agreement, Kriyah received an
      initial payment of $57,503.77 to cover the Company’s share of Kriyah’s startup
      expenses. Kriyah will receive payments of $4000.00 each month thereafter as
      management fees, and the Company will reimburse Kriyah for an allocated portion
      of Kriyah’s overhead expenses.  Upon execution of the Agreement, the
      Company issued Kriyah 1,000,000 common share purchase warrants, where each
      warrant is exercisable into one common share of the Company at the price of
      $0.60 until August 22, 2012. The warrants will vest beginning on August 22,
      2007
      over a period of two years at the rate of 250,000 warrants every 6 months.
      In
      order to facilitate the retaining of Kriyah, the Company guaranteed a lease
      agreement for Kriyah’s office lease in Tucson, Arizona. The Company’s maximum
      obligation under the lease guarantee, as of the date of this report, would
      be
      $394,593.92 in the event of a lease default with full acceleration of rent.
      Kriyah’s Manager, Andrew Brodkey, is also President and CEO of the
      Company.


-
          18 -




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE** **MINING
      COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**July
      31, 2007**


**(Amounts
      expressed in US Dollars)**


**(Unaudited** **- Prepared by Management)**




**10.**
                **Subsequent
                    events-cont’d**





On
      August
      9, 2007 ,
      the
      Board granted stock options to two Directors to purchase 250,000 common shares
      at an exercise price of $0.51 per share and stock options to one director to
      purchase 150,000 common shares at an exercise price of $0.51 per share. These
      options were granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      The options granted have a term of 5 years.




On
      August
      2, 2007 ,
      the
      Company advanced another loan of $200,000 to the South American company, which
      is secured by a promissory note to carry out a drilling program on property
      to
      be acquired by the Company through the acquisition of the Peru Co. When the
      purchase of Peru Co is completed the note may be retired by the presentment
      of
      invoices for the drilling and if the purchase of Peru Co is not completed than
      the promissory note will be repayable in cash.





-
          19 -




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**


**FOR
      THE THREE AND NINE MONTH PERIOD ENDED JULY 31, 2007**





**Discussion
      of Operations & Financial Condition**


**Three
      and Nine month period ended July 31, 2007**





Pacific
      Copper Corp. has no source of revenue and we continue to operate at a loss.
      We
      expect our operating losses to continue for so long as we remain in an
      exploration stage and perhaps thereafter. As at July 31, 2007, we had
      accumulated losses of $1,515,012. Our ability to emerge from the exploration
      stage and conduct mining operations is dependent, in large part, upon our
      raising additional equity financing.





As
      described in greater detail below, the Company’s major endeavor over the
      nine-month period ended July 31, 2007 has been its effort to raise additional
      capital to pursue further acquisitions and carry out exploration activities.
      During the year ended October 31, 2006, the Company was successful in acquiring
      100% rights, title and interests in certain mineral claims located in the county
      of Okanogan, State of Washington, known as the Mazama Project. Historical
      records indicate a substantial copper resource on these claims and the Company
      is currently carrying out exploration to verify the historical results.





The
      Company has entered into agreements to acquire subsidiaries in both Chile and
      Peru, each of which holds mineral claims with the potential for development
      of
      copper resources. The Company has established exploration programs to be carried
      out in both countries and will proceed with these programs as soon as possible.





**SELECTED
      INFORMATION**





Three
                months ended
            
            Three
                months endedJuly
                31, 2007
            
            July
                31, 2006Revenues
            
            $Nil
            
            $NilNet
                Loss
            
            $591,990
            
            $NilLoss
                per share-basic and diluted
            
            $
                (0.02)
            
            $
                (0.00)





Nine
                months ended
            
            Nine
                months endedJuly
                31, 2007
            
            July
                31, 2006Revenues
            
            $Nil
            
            $NilNet
                Loss
            
            $857,638
            
            $NilLoss
                per share-basic and diluted
            
            $
                (0.04)
            
            $
                (0.00)





As
                at
            
            As
                atJuly
                31, 2007
            
            October
                31, 2006Total
                Assets
            
            $4,401,357
            
            $391,930Total
                Liabilities
            
            $108,323
            
            $68,383Cash
                dividends declared per share
            
            Nil
            
            Nil




-
          20 -


The
      total
      assets for the nine month period ended July 31, 2007 includes cash and cash
      equivalents for $1,932,598, prepaid expenses for $1,567,044, short term
      investments for $900,002 and capital assets for $1,713. For the year ended
      October 31, 2006, total assets include cash and cash equivalents for $378,979,
      prepaid expenses for $11,819, and capital assets for $1,132. The current assets
      increased significantly from $390,798 on October 31, 2006 to $4,399,644 on
      July
      31, 2007. The increase in current assets arose as the company received funds
      on
      the issue of common shares for a total gross cash consideration of $3,351,000
      during the nine month period ended July 31, 2007 and the increase in prepaid
      from $11,819 to $1,567,044. Prepaid and other expenses for the period ended
      July
      31, 2007 include the issuance of 1,000,000 restricted common shares each to
      three consultants, for a total of 3,000,000 common shares valued at $1,500,000.
      The Company expensed proportionate consulting expenses of $200,001 and the
      balance of $1,299,999 is reflected as prepaid and other expenses in the balance
      sheet.




**Revenues**




No
      revenue was generated by the Company’s operations during the three month and
      nine month period ended July 31, 2007 and July 31, 2006.




**Net
      Loss**





The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Expenses. To meet the criteria of United States generally accepted
      accounting principles (“GAAP”), all mineral property acquisition and exploration
      costs are expensed as incurred. 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, are capitalized.
      For the purpose of preparing financial information, 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 reserve 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.




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 three month period ended July 31, 2007 is general
      and administrative expense of $410,889, as compared with $Nil for the three
      month period ended July 31, 2006. During the nine month period ended July 31,
      2007, the general and administrative expense was $613,707 as compared to $Nil
      for the nine month period ended July 31, 2006. General and administrative
      expense represents approximately 66% of the total operating expense for the
      three month period ended July 31, 2007 and approximately 68.6% of the total
      operating expense for the nine month period ended July 31, 2007. The increase
      in
      this expense is mainly due to the professional, consulting, office and general
      and other miscellaneous costs incurred during the three and nine month period
      ended July 31, 2007. The Company incurred an additional incorporation and
      establishment expense of $50,000 during the nine month period ended July 31,
      2007, being non-refundable deposits paid to commence the process of establishing
      subsidiaries in Peru and Chile. The Company also expensed $200,001 in consulting
      fees for engaging three consultants on June 1, 2007. The Company further
      expensed stock based compensation for $92,675 during the three month period
      ended July 31, 2007.





(b) Project
      Expense





Included
      in operating expenses for the three month period ended July 31, 2007 is project
      expenses of $211,831
      as compared with $nil for the three month period ended July 31, 2006. During
      the
      nine month period ended July 31, 2007, the project expense was $279,964 as
      compared with $Nil for the nine month period ended July 31, 2006. Project
      expense represents approximately 31.3% of the total operating expense for the
      nine month period ended July 31, 2007. This includes expenses related to mineral
      claim fees, drilling and project consulting.




-
          21 -





**Liquidity
      and Capital Resources**





The
      following table summarizes the company’s cash flows and cash in hand for the
      nine month period:





July
                31, 2007
            
            July
                31, 2006Cash
                and cash equivalent
            
            $1,932,598
            
            $nilWorking
                capital
            
            $4,291,321
            
            $nilCash
                used in operating activities
            
            $(779,864)
            
            $nilCash
                used in investing activities
            
            $(900,967)
            
            $nilCash
                provided by financing activities
            
            $3,234,450
            
            $nil




As
      at
      July 31, 2007 the Company had working capital of $4,291,321. During the nine
      month period ended July 31, 2007 the Company raised $3,351,000 (gross) by
      issuing common shares for cash and invested $965 in acquisition of plant and
      equipment and also invested $900,002 in short term investments.





The
      Capital assets as on July 31, 2007 are $1,713.





**Critical
      Accounting Policies**





The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States of America requires us to make estimates
      and assumptions that affect reported amounts of assets and liabilities at the
      date of the financial statements, the reported amount of revenues and expenses
      during the reporting period and related disclosure of contingent assets and
      liabilities. On an ongoing basis, we evaluate our estimates and judgments.
      To
      the extent actual results differ from those estimates, our future results of
      operations may be affected. Besides this critical accounting policy on use
      of
      estimates, we believe the following critical accounting policy affects the
      preparation of our financial statements.





Acquisition,
      Exploration and Evaluation Expenditures





The
      Company is an exploration stage mining company and has not yet realized any
      revenue from its operations. It is primarily engaged in the acquisition,
      exploration and development of mining properties. Mineral property acquisition
      and exploration costs are expensed as incurred. 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,
      are
      capitalized. For the purpose of preparing financial information, 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.





**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangements as of
      July
      31, 2007.


-
          22 -




**Contractual
      Obligations and Commercial Commitments**





The
      Company has entered into a one year renewal contract with Medallion Capital
      Corp. for consulting services commencing September 1, 2006, at a rate of $7,500
      per month plus reimbursement of expenses incurred with respect to the operation
      of the administration of the Corporation. On
      June
      4, 2007, the Company executed an agreement with a drilling company to complete
      a
      minimum of 5,000 feet of diamond drilling during the 2007 field season on the
      Company’s Mazama Project located in Okanagan County, Washington State, USA.





On
      June
      1, 2007, the Company entered into an agreement with Sweetwater Capital
      Corporation (“Sweetwater”) for a term of 24 months to provide financial public
      relations, business promotion, business growth and development consulting
      services, including consultation regarding mergers and acquisitions, and general
      business consultation. The
      Company will pay Sweetwater $4,000.00 per month plus 1,000,000 restricted shares
      of the Company's common stock that will be earned in equal installments of
      250,000 shares on December 1, 2007, March 1, 2008, June 1, 2008 and September
      1,
      2008. The said 1,000,000 shares of restricted Common stock of the Company were
      tendered in one certificate on June 1, 2007. The consultant must return any
      unearned shares upon early termination of the agreement. Either the consultant
      or the Company may terminate the agreement with or without cause upon sixty
      (60)
      days written notice to the other provided that the Company may not give notice
      of cancellation before January 1, 2008.





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement. Either the consultant or the Company may terminate the
      agreement with or without cause upon thirty (30) days written notice to the
      other provided that the Company may not give notice of cancellation before
      September 1, 2007.





On
      June
      1, 2007, the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares of the Company's common
      stock that will be earned in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. The 1,000,000 shares
      of
      restricted Common stock of the Company were tendered in one certificate on
      June
      1, 2007. The consultant must return any unearned shares upon early termination
      of the agreement. Either the consultant or the Company may terminate the
      agreement with or without cause upon thirty (30) days written notice to the
      other provided that the Company may not give notice of cancellation before
      September 1, 2007.





On
      April
      19, 2007, the Company executed an agreement dated as of April 11, 2007 (the
      “Peru Agreement”) with David Hackman on behalf of a corporation to be formed in
      Peru which, prior to closing, will own certain mineral claims located in Peru.
      The corporation to be formed in Peru is referred to herein as “Peru Co.” On
      August 13, 2007, the Peru Agreement was amended and restated to reflect the
      legal formation of Peru Co. pursuant to the laws of Peru as Pacific Copper
      Peru
      SRL., a Peruvian limited liability partnership and to extend the closing date
      of
      the Peru Agreement. The parties now contemplate that the closing of the Peru
      Agreement shall occur no later than November of 2007. Pacific Copper will
      acquire 99% of the partnership interests of Peru Co. in exchange for 4,850,000
      common shares (the Peru Exchange Shares) of Pacific Copper. Peru Co. would
      then
      become a subsidiary of Pacific Copper. One percent (1%) of the partnership
      interests of Peru Co. will be retained by Donald Stiles in order to satisfy
      the
      requirement under Peruvian law that the limited liability partnership have
      at
      least two members. Peru Co. will be required to appoint at least one manager
      who
      is a Peruvian citizen. This condition will be satisfied by the appointment
      of
      Donald Stiles. Under the terms of the amended and restated
      agreement


-
          23 -


the
      Company is no longer required to register the Exchange Shares and there will
      not
      be a Lock Up agreement as referred to in the original agreement. The Peru
      Exchange Shares will be issued pursuant to an exemption from registration under
      the Securities Act and will be restricted upon issuance. Upon execution of
      the
      original Peru Agreement, the Company paid $25,000 to cover expenses relating
      to
      formation of Peru Co. and consummation of the Peru Agreement which has been
      expensed to General and Administration expense.





On
      April
      19, 2007 the Company executed an agreement dated as of April 11, 2007 (the
      “Chile Agreement”) with Harold Gardner on behalf of a corporation to be formed
      in Chile which, prior to closing, will own certain mineral claims located in
      Chile. The corporation to be formed in Chile is referred to herein as “Chile
      Co.” On August 13, 2007, the Chile Agreement was amended and restated to reflect
      the legal formation of Chile Co. pursuant to the laws of Chile as Sociedad
      Pacific Copper Chile Limitada, a Chile an limited liability partnership and
      to
      extend the closing date of the Chile Agreement. The parties now contemplate
      that
      the closing of the Chile Agreement shall occur no later than November of 2007.
      Pacific Copper will acquire 99% of the partnership interests of Chile Co. in
      exchange for 4,850,000 common shares (the Chile Exchange Shares) of Pacific
      Copper. Chile Co. would then become a subsidiary of Pacific Copper. One percent
      (1%) of the partnership interests of Chile Co. will be retained by Eduardo
      Esteffan in order to satisfy the requirement under Chilean law that the limited
      liability partnership have at least two members. Chile Co. will be required
      to
      appoint at least one manager who is a Peruvian citizen. This condition will
      be
      satisfied by the appointment of Eduardo Esteffan. Under the terms of the amended
      and restated agreement the Company is no longer required to register the Chile
      Exchange Shares and there will not be a Lock Up agreement as referred to in
      the
      original agreement. The Chile Exchange Shares will be issued pursuant to an
      exemption from registration under the Securities Act of 1933, as amended (the
      “Act”), and will be restricted upon issuance. Upon execution of the Chile
      Agreement, the Company paid $25,000 to cover expenses relating to formation
      of
      Chile Co. and consummation of the Chile Agreement which has been expensed to
      General and Administration expense.





On
      August
      9, the Company and Andrew A. Brodkey executed an employment agreement pursuant
      to which the Company has retained Mr. Brodkey as President and Chief Executive
      Officer. The Employment Agreement has a two-year term commencing on August
      1,
      2007, unless terminated earlier pursuant to the terms of the Employment
      Agreement. Mr. Brodkey’s base salary is $132,000 per year. Mr. Brodkey also
      received 1,700,000 incentive options to purchase shares of the Company’s common
      stock at $0.50 per share. Such stock options have a term of five years
      commencing on August 1, 2007, and vest as follows: 200,000 options vested as
      of
      August 1, 2007 and the balance will vest at the rate of 66,666 options per
      month
      commencing on January 1, 2008. 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.





The
      Company entered into an agreement with Kriyah Consultants LLC ("Kriyah"), dated
      as of August 22, 2007, for the performance of certain administrative and
      management services.  The Agreement has an initial term of two years and is
      then automatically renewable.  Either party may terminate the Agreement
      upon 60 days prior written notice. Under the Agreement, Kriyah received an
      initial payment of $57,503.77 to cover the Company’s share of Kriyah’s startup
      expenses. Kriyah will receive payments of $4000.00 each month thereafter as
      management fees, and the Company will reimburse Kriyah for an allocated portion
      of Kriyah’s overhead expenses.  Upon execution of the Agreement, the
      Company issued Kriyah 1,000,000 common share purchase warrants where each
      warrant is exercisable into one common share of the Company at the price of
      $0.60 until August 22, 2012. The warrants will vest beginning on August 22,
      2007
      over a period of two years at the rate of 250,000 warrants every 6 months.
      In
      order to facilitate the retaining of Kriyah, the Company guaranteed a lease
      agreement for Kriyah’s office lease in Tucson, Arizona. The Company’s maximum
      obligation under the lease guarantee, as of the date of this report, would
      be
      $394,593.92 in the event of a lease default with full acceleration of rent.
      Kriyah’s Manager, Andrew Brodkey, is also President and CEO of the
      Company.




-
          24 -





We
      expect
      to contract all work on the Mining claim properties to independent contractors
      in the foreseeable
      future until we have discovered a commercial ore body or abandoned the property.
      We have no permanent employees. We anticipate that we will require substantial
      financing in order to proceed with our plan of exploration for an economic
      ore
      body. We presently do not have any commitments in place to finance this
      exploration and there is no assurance that the necessary financing will be
      obtained. If we are unable to secure new financing, then we will not be able
      to
      carry out the required exploration and may not be able to maintain our interest
      in the Properties.




**RISK
      FACTORS**





1.
            THE
                COMPANY HAS NO SOURCE OF OPERATING REVENUE AND EXPECTS TO INCUR
                SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF
                IT IS
                ABLE TO ESTABLISH AN OPERATING COMPANY AT
                ALL.





Currently,
      the Company has no source of revenue, limited working capital 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 mineral properties and the successful results
                of that
                exploration;





-
            raising
                the capital necessary to conduct this and further exploration;
                and





-
            raising
                capital to develop our mineral properties, establish a mining operation,
                and operating in a profitable manner, if any of these activities
                are
                warranted by the results of our exploration programs and a feasibility
                study.





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 mineral properties.
      Failure to raise the necessary capital to continue exploration could cause
      the
      Company to go out of business.





2.
            IF
                THE COMPANY DEVELOPS MINERAL RESOURCES, THERE IS NO GUARANTEE THAT
                PRODUCTION WILL BE PROFITABLE.





Even
      if
      the Company finds mineral resources and develops reserves, there is no assurance
      that it will be able to mine them or that a mining operation would be profitable
      on any of its properties.





3.
            THE
                COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND DIRECTORS. BECAUSE
                OF
                THEIR INVOLVEMENT WITH OTHER EXPLORATION MINING COMPANIES THEY MAY
                HAVE
                POTENTIAL CONFLICTS OF INTEREST.





None
      of
      the Company’s officers or directors works for the Company on a full-time basis.
      Under his employment agreement, our President and CEO is permitted to pursue
      other business activities. There are no proposals or definitive arrangements
      to
      engage other officers or directors on a full-time basis. Some of our officers,
      directors and our President and CEO are officers or directors of other companies
      in the exploration mining industry. Such business activities may raise potential
      conflicts from time to time 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.. 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.




4.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





The
      Company could face delays in obtaining permits to operate on its properties.
      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 mineral properties.




-
          25 -





5.
            THERE
                ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
                ABILITY TO SELL YOUR SHARES.





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




**DISCLOSURE
      AND FINANCIAL CONTROLS AND PROCEDURES**





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





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


-
          26 -




**PART
      II: OTHER INFORMATION**





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





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





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





On
      April
      30, 2007, the Company completed a private placement of 4,580,000 units at a
      price of $0.50 per unit. Each unit entitles the holder thereof to one share
      of
      the Company’s common stock and one-half of a common share purchase warrant. Each
      full common share purchase warrant is exercisable for one common share of
      Pacific Copper at a price of $0.75 per share on or before April 30, 2009. The
      Company paid agents $72,800 and issued warrants to purchase 145,600 common
      shares at $0.50 per share on or before April 30, 2009 as finder’s fees. The
      private placement was exempt from registration under the Securities Act pursuant
      to Regulation S.





The
      Company ,
      through
      private placements, also in the month of May 2007, issued 1,590,000 units at
      $0.50 per unit during the quarter ended July 31, 2007. Each unit consisted
      of
      one common share and one half a common share purchase warrant. Each full warrant
      is exercisable for one common share at $0.75 per share on or before April 30,
      2009. The Company paid in cash share issuance expense of $43,750 as a finder’s
      fee for introductions to subscribers purchasing 1,250,000 units for a total
      investment of $625,000 in the above private placements. The Company also issued
      to the finder a warrant to purchase 87,500 shares at $0.50 per share on or
      before April 30, 2009.





The
      shares issued in April and May of 2007 are subject to a lock-up agreement that
      limits the number of shares that may be re-sold within specified time frames.
      One-third of the shares held by a selling shareholder may be resold on
      August
      16, 2007 (the “effective date”), one-third may be re-sold 90 days from the
      effective date and one-third may be re-sold 180 days from the effective
      date.





On
      June
      1, 2007 the Company entered into an agreement with Sweetwater Capital
      Corporation (“Sweetwater”) for a term of 24 months to provide financial public
      relations, business promotion, business growth and development, including
      consultation regarding mergers and acquisitions, and general business
      consultation. The Company will pay Sweetwater $4,000.00 per month plus 1,000,000
      restricted shares that will be earned in equal installments of 250,000 shares
      on
      each of December 1, 2007, March 1, 2008, June 1, 2008 and September 1, 2008.
      The
      consultant must return any unearned shares in the event of an early termination
      of the agreement.





On
      June
      1, 2007 the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Greatrek 1,000,000 restricted shares that will be earned in
      equal installments of 250,000 shares on each of December 1, 2007, March 1,
      2008,
      June 1, 2008 and September 1, 2008. The consultant must return any unearned
      shares in the event of an early termination of the agreement.





On
      June
      1, 2007 the Company entered into a consulting agreement with Scharfe Holdings
      Inc. (“Scharfe”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company will pay Scharfe 1,000,000 restricted shares that will be earned in
      equal installments of 250,000 shares on each of December 1, 2007, March 1,
      2008,
      June 1, 2008 and September 1, 2008. The consultant must return any unearned
      shares in the event of an early termination of the agreement.




-
          27 -





Each
      of
      Sweetwater, Greatrek and Scharfe are non-U.S. Persons. Sweetwater and Scharfe
      are Canadian entities doing business in North America. Greatrek is based in
      Liechtenstein and doing business in Europe. The shares issued under the
      foregoing agreements were exempt from registration under the Securities Act
      pursuant to Regulation S promulgated under the Securities Act.




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





None.





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





None.





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





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





Exhibits





(a)
            31.1
                Certification of Chief Executive
                Officer.


31.2
      Certification of Chief Financial Officer.


32.1
      Certificate of Chief Executive Officer and Chief Financial Officer.





**SIGNATURE**





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





Dated: 
      September 12, 2007


/s/ Stafford
      Kelley


Secretary




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