**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 January 31, 2008





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      TRANSITION PERIOD FROM ________ TO __________





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
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)


**3430
      E. Sunrise Dr., Ste 160, Tucson, AZ 85718**


(Address
      of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: (520) 989-0021; FAX (520)
      623-3326





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





YESx
            NOo





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





YESo
            NOx





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





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 January 31, 2008Common
                Shares $ .0001 par value
            40,084,384





Transitional
      Small Business Disclosure Format (Check one): Yes o No x











**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


**(Unaudited-
      Prepared by Management)**




INTERIM
      CONSOLIDATED FINANCIAL STATEMENTS




JANUARY
      31, 2008




(Amounts
      expressed in US Dollars)




(Unaudited)





**CONTENTS**




Interim
                Consolidated Balance Sheets as of January 31, 2008 and October 31,
                2007
            2Interim
                Consolidated Statements of Operations for the three months ended
                January
                31, 2008 and January 31, 2007
            3Interim
                Consolidated Statements of Changes in Stockholders' Equity for the
                three
                months ended January 31, 2008 and the year ended October 31,
                2007
            4Interim
                Consolidated Statements of Cash Flows for the three months ended
                January
                31, 2008and
                January 31, 2007
            5Condensed
                Notes to Interim Consolidated Financial Statements
            6-18







**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim Consolidated
      Balance Sheets as at


January
      31 ,
      2008
      and October 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by
      Management)




January
                31,
              2008
            
            October
                31,
              2007$
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            389,229
            
            
            1,617,344Prepaid
                expenses and other receivables
            
            
            55,347
            
            
            72,148**Total
                Current Assets**
            
            
            444,576
            
            
            1,689,492**Plant
                and Equipment, net**(note 4)
            
            
            99,209
            
            
            38,206**Mining
                claims**(note 8)
            
            
            600
            
            
            -**Total
                Assets**
            
            
            544,385
            
            
            1,727,698**LIABILITIES****Current**Accounts
                payable
            
            
            175,540
            
            
            314,047Accrued
                professional fees
            
            
            7,000
            
            
            20,000Other
                accrued liabilities
            
            
            -
            
            
            23,265**Total
                Current Liabilities**
            
            
            182,540
            
            
            357,312**Minority
                Interest (note 3)**
            
            
            55,245
            
            
            -**Going
                Concern (note 2)****Commitments
                and Contingencies (note 9)****Related
                Party Transactions (note 10)****STOCKHOLDERS'
                EQUITY****Capital
                Stock** (note 5)Preferred
                stock, $0.0001 par value, 50,000,000 shares authorized, Nil issued
                and
                outstanding (October 31, 2007 –
                nil)
            
            
            -
            
            
            -Common
                stock, $0.0001 par value, 200,000,000 shares authorized, 40,084,384
                issued
                and outstanding (October 31, 2007 –29,145,932)
            
            
            4,008
            
            
            2,915**Additional
                Paid-in Capital**
            
            
            11,696,213
            
            
            6,028,123**Deferred
                stock compensation** (note 12)
            
            
            (799,999
            )
            
            (1,062,499
            )**Deficit
                Accumulated During the Exploration Stage**
            
            
            (10,593,622
            )
            
            (3,598,153
            )**Total
                Stockholders' Equity**
            
            
            306,600
            
            
            1,370,386**Total
                Liabilities and Stockholders' Equity**
            
            
            544,385
            
            
            1,727,698





See
      condensed notes to the interim consolidated financial
      statements


-2-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim Consolidated Statements of Operations


For
      the
      three months ended January 31, 2008 and January 31, 2007 and the


Period
      from Inception (June 3, 1999) to January 31, 2008


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by
      Management)





Cumulative
              since
              inception
            
            For
                the
              quarter
              ended
              January
                31,
              2008
            
            For
                the
              quarter
              ended
              January
                31,
              2007$
            
            $
            
            $**Operating
                Expenses**General
                and administration (Note 12)
            
            
            2,213,064
            
            
            760,388
            
            
            60,614Project
                expenses (note 11)
            
            
            2,905,939
            
            
            706,663
            
            
            67,177Mineral
                claims acquisition cost expense (note 8)
            
            
            5,523,871
            
            
            5,523,871
            
            
            -Amortization
            
            
            5,256
            
            
            4,547
            
            
            89**Total
                Operating Expenses**
            
            
            10,648,130
            
            
            6,995,469
            
            
            127,880**Loss
                from Operations**
            
            
            (10,648,130
            )
            
            (6,995,469
            )
            
            (127,880
            )Interest
                Income
            
            
            54,508
            
            
            -
            
            
            3,463**Loss
                before Income Taxes**
            
            
            (10,593,622
            )
            
            (6,995,469
            )
            
            (124,417
            )Provision
                for income taxes
            
            
            **-**
            
            
            **-**
            
            
            **-****Net
                Loss**
            
            
            (10,593,622
            )
            
            (6,995,469
            )
            
            (124,417
            )**Loss
                per share-Basic and Diluted**
            
            
            
            
            
            (0.21
            )
            
            (0.01
            )**Weighted
                Average Common Shares Outstanding**
            
            
            
            
            
            33,159,224
            
            
            17,930,280




****  See
      condensed notes to the interim consolidated financial
      statements


-3-




**PACIFIC
        COPPER CORP.**
 **(FORMERLY
        GATE-1 FINANCIAL, INC.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 Interim
        Consolidated Statements of Changes in Stockholders’ Equity
 From
        Inception (June 3, 1999) to January 31, 2008
 (Amounts
        expressed in US Dollars)
 (Unaudited –
        Prepared by
        Management)




DeficitAccumulatedCommon
                Stock
            
            Additional
            
            Deferred
            
            during
                the
            
            TotalPaid-in
            
            Stock
            
            Exploration
            
            Stockholders'Number
              of
                Shares
            
            Amount
              $
            
            Capital
              $
            
            Compensation
              $
            
            Stage
              $
            
            EquityCommon
                stock issued on inception
            
            
            1
            
            
            
            
            
            1
            
            
            
            
            
            
            
            
            1Common
                shares issued for nil consideration
            
            
            7,605,932
            
            
            761
            
            
            (761
            )
            
            
            
            
            -
            
            
            -Cancelled
                shares
            
            
            (1
            )
            
            -
            
            
            (1
            )
            
            
            
            
            
            
            
            (1)Contributed
                Services
            
            
            
            
            
            
            
            
            8,743
            
            
            
            
            
            
            
            
            8,743Net
                Loss for the period from inception (May 18, 1999) through October
                31,
                2004
            
            
            
            
            
            
            
            
            -
            
            
            
            
            
            (8,743
            )
            
            (8,743
            )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
            
            
            (1,062,499
            )
            
            
            
            
            437,501Stock
                based compensation
            
            
            294,574
            
            
            294,574Compensation
                expense on issue of warrants
            
            
            21,093
            
            
            21,093Stock
                Issuance cost
            
            
            (43,750
            )
            
            (43,750
            )Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (2,940,779
            )
            
            (2,940,779
            )Balance
                October 31, 2007
            
            
            29,145,932
            
            
            2,915
            
            
            6,028,123
            
            
            (1,062,499
            )
            
            (3,598,153
            )
            $
            1,370,386Common
                stock issued on acquisition of Peru subsidiary
            
            
            4,850,000
            
            
            485
            
            
            2,424,515
            
            
            
            
            
            
            
            
            2,425,000Common
                stock issued on acquisition of Chile subsidiary
            
            
            6,088,452
            
            
            608
            
            
            3,043,617
            
            
            
            
            
            
            
            
            3,044,225Stock
                based compensation
            
            
            -
            
            
            -
            
            
            173,221
            
            
            -
            
            
            -
            
            
            173,221Compensation
                expense on issue of warrants
            
            
            -
            
            
            -
            
            
            26,737
            
            
            -
            
            
            -
            
            
            26,737Amortization
                of deferred stock compensation
            
            
            -
            
            
            -
            
            
            -
            
            
            262,500
            
            
            -
            
            
            262,500Net
                Loss for the three months ended January 31, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,995,469
            )
            
            (6,995,469
            )Balance
                January 31, 2008
            
            
            40,084,384
            
            
            4,008
            
            
            11,696,213
            
            
            (799,999
            )
            
            (10,593,622
            )
            
            306,600





See
      condensed notes to the interim consolidated financial
      statements


-4-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


Interim
      Consolidated Statements of Cash Flows


For
      the
      three months ended January 31, 2008 and January 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited –
      Prepared by
      Management)




Cumulative
              Since
              Inception
            
            January
                31,
              2008
            
            January
                31,
              2007**Cash
                Flows from Operating Activities**Net
                Loss
            
            
            (10,593,622
            )
            
            (6,995,469
            )
            
            (124,417
            )Adjustment
                for:Amortization
            
            
            5,256
            
            
            4,547
            
            
            89Stock
                based compensation
            
            
            467,795
            
            
            173,221
            
            
            -Compensation
                expense on issue of warrants
            
            
            47,830
            
            
            26,737
            
            
            -Expenses
                credited to Additional Paid-in Capital
            
            
            9,921
            
            
            -
            
            
            -Shares
                issued for mineral claims
            
            
            5,969,225
            
            
            5,469,225
            
            
            -Shares
                issued for services
            
            
            700,001
            
            
            262,500
            
            
            -Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (55,347
            )
            
            16,801
            
            
            3,781Accounts
                payable
            
            
            175,540
            
            
            (138,507
            )
            
            (17,494
            )Accrued
                liabilities
            
            
            7,000
            
            
            (36,265
            )
            
            (6,413
            )Minority
                Interest
            
            
            55,245
            
            
            55,245
            
            
            -Net
                cash used in operating activities
            
            
            (3,211,156
            )
            
            (1,161,965
            )
            
            (144,454
            )**Cash
                Flows from Investing Activities**Acquisition
                of plant and equipment
            
            
            (104,465
            )
            
            (65,550
            )
            
            (965
            )Acquisition
                of mineral claims
            
            
            (600
            )
            
            (600
            )
            
            -Net
                cash used in investing activities
            
            
            (105,065
            )
            
            (66,150
            )
            
            (965
            )**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash
            
            
            3,705,450
            
            
            -
            
            
            66,000Net
                cash provided by financing activities
            
            
            3,705,450
            
            
            -
            
            
            66,000**Net
                increase (decrease) in Cash and Cash equivalents**
            
            
            389,229
            
            
            (1,228,115
            )
            
            (79,419
            )**Cash-
                beginning of period**
            
            
            -
            
            
            1,617,344
            
            
            378,979**Cash
                - end of period**
            
            
            389,229
            
            
            389,229
            
            
            299,560**Supplemental
                Cash Flow Information**Interest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                taxes paid
            
            
            -
            
            
            -
            
            
            -




See
      condensed notes to the interim consolidated financial statements




-5-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





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




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





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




**2.**
            **Going
                Concern**




The
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and satisfaction of liabilities in the
      normal course of business. There are certain conditions prevailing which cast
      substantial doubt as to the validity of using the going concern assumption.
      These conditions along with management’s plan to mitigate them are described
      below.




The
      Company is in the exploration stage and has not yet realized revenues from
      any
      operations. The Company has incurred a loss of $ 6,995,469
      for the three month period ended January 31, 2008. This loss includes a non-cash
      loss for $5,523,871 relating to non capitalization and expensing of mineral
      claims relating to acquisition of the Peru and Chile subsidiaries (note 3).
      At
      January 31, 2008, the Company had an accumulated deficit during the exploration
      stage of $10,593,622. The Company has funded operations through the issuance
      of
      capital stock. During the year ended October 31, 2007, the Company raised
      $3,234,450. Management's plan is to continue raising additional funds through
      future equity or debt financing until it achieves profitable operations from
      mineral extraction activities.




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




The
      Company was incorporated on May 18, 1999 as Gate-1 Financial, Inc. under the
      laws of the State of Delaware. On
      August
      17, 2006, Gate-1 Financial, Inc. changed its name to Pacific Copper Corp. The
      Company operates with the intent of exploration and, if feasible, extraction
      of
      minerals.




On
      December 17, 2007, Pacific Copper completed the acquisition of Pacific Copper
      Peru SRL, a limited liability partnership organized under the laws of Peru
      (“Peru SRL”) pursuant to the Share Exchange Agreement among the Company, Peru
      SRL and the former partners of Peru SRL dated as of April 11, 2007, as amended
      (the “Peru Agreement”).


-6-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





Pursuant
      to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
      common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. The 1% minority interest
      was credited with $24,495. As a result of the acquisition, Peru SRL became
      a
      subsidiary of the Company. The Peru Consideration Shares were issued in escrow
      subject to a Closing and Escrow Agreement dated December 14, 2007 among the
      Company, Peru SRL and the former partners of Peru SRL (the “Closing Agreement”).
      Pursuant to the terms of the Closing Agreement, the former partners of Peru
      SRL
      must satisfy certain post-closing items, prior to the release of the Peru
      Consideration Shares from escrow.





On
      January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
      a limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”) pursuant to a Share Exchange Agreement entered into as of April 11, 2007
      (the “Chile Agreement”), as amended, between the Company and the former partners
      of Pacific LTDA. Pursuant to the Chile Agreement the Company issued 6,088,452
      of
      its common shares (the “Chile Consideration Shares”) to the former partners of
      Pacific LTDA as consideration for the acquisition of 99% of Pacific LTDA. The
      1%
      minority interest was credited with $30,750. As a result of the acquisition,
      Pacific LTDA became a subsidiary of the Company. The Chile Consideration Shares
      were issued in escrow subject to a Closing and Escrow Agreement dated January
      8,
      2008 among the Company, Pacific LTDA and the former partners of Pacific LTDA
      (the “Closing Agreement”). Pursuant to the terms of the Closing Agreement, the
      former partners of Pacific LTDA must satisfy certain post-closing items prior
      to
      the release of the Chile Consideration Shares from escrow.





**4.**
            **Plant
                and Equipment, Net**




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


Computer
                  equipment
              30%
              declining
                  balance methodOffice
                  furniture and fixtures
              20%
              declining
                  balance methodOperating
                  equipment
              30%
              declining
                  balance method





January
                31,2008
            
            October
                31, 2007Cost
              $
            
            Accumulated
              Depreciation
              $
            
            Cost
              $
            
            Accumulated
              Depreciation
              $Office,
                furniture and fixtures
            
            
            386
            
            
            77
            
            
            386
            
            
            58Computer
                equipment
            
            
            2,644
            
            
            718
            
            
            2,644
            
            
            521Operating
                equipment
            
            
            101,435
            
            
            4,461
            
            
            35,885
            
            
            130104,465
            
            
            5,256
            
            
            38,915
            
            
            709Net
                carrying amount
            
            $
            99,209
            
            
            
            
            $
            38,206


-7-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





2007





Three
      months ended January 31, 2007





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





Three
      months 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
      introduction to subscribers who purchased 2,080,000 units for a total investment
      of $1,040,000 in the above private placements. The Company subsequently paid
      this finder’s fee in cash and also issued to the finder a warrant to purchase
      145,600 shares at $0.50 per share on or before April 30, 2009.





Three
      months ended July 31, 2007





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


-8-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





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





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





On
      June
      1, 2007, the Company entered into an agreement with Sweetwater Capital
      Corporation (“Sweetwater”) for a term of 24 months to provide financial public
      relations, business promotion, business growth and development consulting
      services, including consultation regarding mergers and acquisitions, and general
      business consultation. The Company will pay Sweetwater $4,000 per month 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.


-9-


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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





2008





Quarter
      ended January 31, 2008





On
      December 17, 2007, Pacific Copper completed the acquisition of Pacific Copper
      Peru SRL, a limited liability partnership organized under the laws of Peru
      (“Peru SRL”) pursuant to the Share Exchange Agreement among the Company, Peru
      SRL and the former partners of Peru SRL dated as of April 11, 2007 (the “Peru
      Agreement”).Pursuant to the Peru Agreement, the Company issued 4,850,000 shares
      of the Company’s common stock (the “Peru Consideration Shares”) to the partners
      of Peru SRL as consideration for the acquisition of 99% of Peru SRL. As a result
      of the acquisition, Peru SRL became a subsidiary of the Company. The Peru
      Consideration Shares were issued in escrow subject to a Closing and Escrow
      Agreement dated December 14, 2007 among the Company, Peru SRL and the former
      partners of Peru SRL (the “Peru Closing Agreement”). Pursuant to the terms of
      the Peru Closing Agreement, the former partners of Peru SRL must satisfy certain
      post-closing items, prior to the release of the Peru Consideration Shares from
      escrow, which has not yet occurred. The Company capitalized $200 and expensed
      the balance consideration of $2,424,800 relating to the issue of shares for
      acquisition of mineral properties of Peru SRL, calculated at $0.50 per share
      (note 8)





On
      January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
      a limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”) pursuant to a Share Exchange Agreement entered into as of April 11, 2007
      (the “Chile Agreement”) between the Company and the former partners of Pacific
      LTDA. Pursuant to the Chile Agreement the Company issued 6,088,452 of its common
      shares (the “Chile Consideration Shares”) to the former partners of Pacific LTDA
      as consideration for the acquisition of 99% of Pacific LTDA. As a result of
      the
      acquisition, Pacific LTDA became a subsidiary of the Company. The Chile
      Consideration Shares were issued in escrow subject to a Closing and Escrow
      Agreement dated January 8, 2008 among the Company, Pacific LTDA and the former
      partners of Pacific LTDA (the “Chile Closing Agreement”). Pursuant to the terms
      of the Chile Closing Agreement, the former partners of Pacific LTDA must satisfy
      certain post-closing items prior to the release of the Chile Consideration
      Shares from escrow, which has not yet occurred. The Company capitalized $400
      and
      expensed the balance consideration of $3,043,826 relating to the acquisition
      of
      mineral properties of Pacific LTDA as project expense, calculated at $0.50
      per
      share (note 8)


-10-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**6.**
            **Stock
                Purchase Warrants**





On
      August
      22, 2007 the Company entered into an agreement with Kriyah Consultants LLC
      ("Kriyah") for the performance of certain administrative and management
      services. Upon execution of the Kriyah Agreement, the Company issued to Kriyah
      1,000,000 common share purchase warrants where each warrant is exercisable
      into
      one common share of the Company at the price of $0.60 until August 22, 2012.
      The
      warrants will vest beginning on August 22, 2007 over a period of two years
      at
      the rate of 250,000 Warrants every 6 months. The fair value of the warrants
      was
      estimated on the grant date using the Black-Scholes option-pricing model. For
      the year ended October 31, 2007, the Company expensed $21,093 as compensation
      expense on issue of warrants. During the quarter ended January 31, 08, the
      Company expensed $26,737 as compensation expense on issue of warrants. There
      was
      $166,064 of unrecognized expense related to non-vested warrants.




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





For
      the
      three month period ended January 31, 2008, the Company has recognized in its
      financial statements, stock-based compensation costs as per the following
      details. The fair value of each option used for the purpose of estimating the
      stock compensation is based on the grant date using the Black-Scholes option
      pricing model with the following weighted average assumptions:





Date
                of grant
            
            14-May
            
            20-Jul
            
            1-Aug
            
            9-Aug2007
            
            2007
            
            2007
            
            2007
            
            TotalRisk
                free rate
            
            
            4.50
            %
            
            4.50
            %
            
            4.50
            %
            
            4.50
            %Volatility
                factor
            
            
            50
            %
            
            50
            %
            
            50
            %
            
            50
            %Expected
                dividends
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Forfeiture
                rate
            
            
            0
            %
            
            0
            %
            
            0
            %
            
            0
            %Expected
                life
            
            
            5
                years
            
            
            5
                years
            
            
            5
                years
            
            
            5
                yearsExercise
                price
            
            $
            0.50
            
            $
            0.50
            
            $
            0.50
            
            $
            0.51Total
                number of options granted
            
            
            1,750,000
            
            
            250,000
            
            
            1,700,000
            
            
            650,000
            
            
            4,350,000Grant
                date fair value
            
            $
            0.24
            
            $
            0.24
            
            $
            0.24
            
            $
            0.24Stock-based
                compensation cost expensed during the three month period ended January
                31,
                2008
            
            $
            106,084
            
            $
            12,124
            
            $
            16,033
            
            $
            38,980
            
            $
            173,221Unexpended
                Stock -based compensation cost deferred over the vesting
                period
            
            $
            117,615
            
            $
            34,296
            
            $
            344,719
            
            $
            80,079
            
            $
            576,709


-11-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





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





As
      of
      January 31, 2008 there was $576,709 of unrecognized expenses related to
      non-vested stock-based compensation arrangements granted. The stock-based
      compensation expense for the three month period ended January 31, 2008 was
      $173,221.





**8.**
            **Mining
                Claims**





a) On
      December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL, a limited
      liability partnership organized under the laws of Peru (“Peru SRL”) pursuant to
      the Share Exchange Agreement among the Company, Peru SRL and the former partners
      of Peru SRL dated as of April 11, 2007, as amended (the “Peru Agreement”).
      Pursuant to the Peru Agreement, the Company issued 4,850,000 shares of the
      Company’s common stock (the “Peru Consideration Shares”) to the partners of Peru
      SRL as consideration for the acquisition of 99% of Peru SRL. The 1% minority
      interest was credited with $24,495. As a result of the acquisition, Peru SRL
      became a subsidiary of the Company.





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





Pursuant
      to this acquisition the Company acquired interests in the following mineral
      claims which were capitalized at $100 each:





Tonalia
      (subject to the completion of the formal documentation)


Don
      Javier (subject to the completion of formal documentation)





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





b)
      On
      January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
      a limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”) pursuant to a Share Exchange Agreement entered into as of April 11, 2007
      (the “Chile Agreement”), as amended, between the Company and the former partners
      of Pacific LTDA. Pursuant
      to the Chile Agreement the Company issued 6,088,452 of its common shares (the
      “Chile Consideration Shares”) to the former partners of Pacific LTDA as
      consideration for the acquisition of 99% of Pacific LTDA. The 1% minority
      interest was credited with $30,750. As a result of the acquisition, Pacific
      LTDA
      became a subsidiary of the Company.





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




Carrera
      Pinto


Carrizal


Cerro
      Blanco


La
      Guanaca





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


-12-


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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




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





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company 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 with
      David Hackman, a director of the Company, on behalf of a corporation to be
      formed in Peru which, prior to closing, would then own certain mineral claims
      located in Peru. On December 17, 2007, Pacific Copper completed the acquisition
      of Pacific Copper Peru SRL, a limited partnership organized under the laws
      of
      Peru (“Peru SRL”) pursuant to the Share Exchange Agreement among the Company,
      Peru SRL and the former partners of Peru SRL dated as of April 11, 2007


-13-


**PACIFIC
      COPPER CORP.** ****


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





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





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





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. Upon certain events
      of termination Mr. Brodkey would be entitled to a maximum of one year’s salary
      as a severance payment. Under the employment agreement, Mr. Brodkey is permitted
      to pursue other business opportunities.





On
      August
      22, 2007 the Company entered into an agreement with Kriyah Consultants LLC
      ("Kriyah") for the performance of certain administrative and management
      services.  The Kriyah Agreement has an initial term of two years and is
      then automatically renewable.  Either party may terminate the Kriyah
      Agreement upon 60 days prior written notice. Under the Kriyah Agreement, Kriyah
      received an initial payment of $57,504 and will receive payments of $4000 each
      month thereafter. In order to facilitate the retaining of Kriyah, the Company
      guaranteed a lease agreement for the office space used by Kriyah in Tucson,
      Arizona. The Company’s maximum obligation under the lease guarantee, as of
      January 31, 2008, would be $$332,290 in the event of a lease default with full
      acceleration of rent. Kriyah’s Manager, Andrew A. Brodkey, is also the President
      and CEO of the Company.





On
      September 1, 2007, the Company entered into a Payroll Service Agreement with
      Kriyah Consultants LLC (“Kriyah”) to administer payroll and health insurance
      benefits to Andrew A. Brodkey, President and CEO of the Company, as contemplated
      in his Employment Agreement with the Company dated August 1, 2007 (“Employment
      Agreement”). The Company shall reimburse Kriyah monthly for all direct costs for
      wages, covered by the Employment Agreement and health benefits provided by
      Kriyah and invoiced to the Company for Mr. Brodkey.





On
      August
      16, 2007 the Company entered into an agreement with Hydro Geophysics Inc.
      (“HGI”) Pursuant to this agreement, HGI will provide certain mineral
      exploration, analytical and consulting services to the Company, as requested
      from time to time. These services relate to the Company’s South American
      subsidiaries. Pacific Copper will be invoiced on a monthly basis for services
      rendered on the projects.


-14-




**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





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




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




A
            During
                the quarter ended January 31, 2008, the Company expensed stock based
                compensation for $158,066 relating to the vesting of the following
                stock
                options issued in year 2007 to its directors and
                officers:





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





b)
            On
                May 14, 2007, stock options to purchase 100,000 common shares at
                an
                exercise price of $0.50 per share were issued to each of two directors
                of
                the Company and a former chief financial officer of the Company.





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





d)
            On
                August 1, 2007, stock options to purchase 1,700,000 common shares
                at an
                exercise price of $0.50 per share were issued to the Company’s new CEO.





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




B)
            During
                the quarter ended January 31, 2008, the Company paid $22,500 to Medallion
                Capital Corp., a private corporation owned by an officer of the Company
                for consulting services.





C)
            David
                Hackman, a director of the Company has provided consulting services
                to the
                Company and a total of $22,500 was expensed to his company Sage Associates
                for the quarter ended January 31, 2008.





D)
            Harold
                Gardner a director of the Company has provided consulting services
                to the
                Company and a total of $22,500 was expensed to his company Pro Business
                Trust for the quarter ended January 31, 2008.





E
            Andrew
                A. Brodkey, President, CEO, Director and Chairman of the Board of
                Directors, was paid $34,215 by Kriyah including benefits billed to
                the
                Company during the quarter ended January 31, 2008.





F)
            Jodi
                Henderson, Assistant Secretary and officer of the Company, is an
                employee
                of Kriyah and was paid $4,705 by Kriyah, including payroll burden
                and
                benefits that was billed to the Company during the quarter ended
                January
                31, 2008.


-15-


**PACIFIC
      COPPER CORP.**


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**




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




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





Tonalia
                (Peru)
            
            $
            -Don
                Javier (Peru)
            
            $
            184,298Carrera
                Pinto (Chile)
            
            $
            248,224Carrizal
                (Chile)
            
            $
            105,448Cerro
                Blanco (Chile)
            
            $
            56,169La
                Guanaca (Chile)
            
            $
            100,861Mazama
                (USA)
            
            $
            11,663Total
            
            $
            706,663





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




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





Included
      in general and administration expense for the three months ended January 31,
      2008 is non-cash compensation expense relating to the issue of options and
      warrants for $199,958 and non cash expense relating to the amortization of
      deferred stock compensation relating to issue of stock to consultants for
      $262,500.





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




a )
      Subsequent issuances of stock options




In
      February 2008, the Board granted stock options to two consultants to purchase
      100,000 common shares each and to another two consultants to purchase 10,000
      common shares each. The Board also granted stock options to employees of Kriyah
      Consultants LLC, who perform administrative and geological services for the
      Company in the following amounts: two persons received options to purchase
      70,000 common shares each, three persons received options to purchase 50,000
      common shares each, one person received options to purchase 40,000 common shares
      and one person received options to purchase 30,000 common shares. The foregoing
      option grants totaled 580,000 options. The exercise price for all these options
      was $0.50 per share. These options shall vest 50% at the end of year one
      commencing grant of options and the balance 50% at the end of year two
      commencing grant of the options.





b)
      Subsequent changes to commitments and contingencies





On
      February 12, 2008, our subsidiary, Sociedad Pacific Copper Chile Limitada,
      a
      limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”), entered into an Operator Agreement (the “Chile Operator Agreement”) with
      Gareste Limitada, a limited liability partnership organized under the laws
      of
      Chile (“Gareste”). Pursuant to the Chile Operator Agreement Gareste will prepare
      and submit proposed annual work programs and accompanying budgets to Pacific
      LTDA covering the exploration and, if warranted, development of certain mineral
      concessions held by Pacific LTDA. Gareste will provide comprehensive management
      services and contract for


-16-




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


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


**(AN
      EXPLORATION STAGE COMPANY)**


**Condensed
      Notes to Interim Consolidated Financial Statements**


**January
      31, 2008**


**(Amounts
      expressed in US Dollars)**


**(Unaudited-Prepared
      by Management)**





**13.**
            **Subsequent
                Events-Cont’d**





transportation,
      labor, insurance and logistical services for all approved programs. Gareste’s
      overhead reimbursement and compensation will be specified in each proposed
      budget and subject to approval by Pacific LTDA. The Chile Operator Agreement
      is
      terminable by either party upon 90-days’ prior notice. Harold Gardner, a member
      of the Company’s board of directors, is a partner in Gareste.





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





Effective
      as of February 15, 2008, the Company terminated its consulting agreement with
      Medallion Capital Corp., a company controlled by Stafford Kelley, a former
      officer of the Company.





c)
      Subsequent Changes in Officers and Directors





Stafford
      Kelley, the Company’s corporate secretary, resigned effective as of February 1.
      2008. There were no disagreements between the Company and Mr. Kelley with
      respect to the Company’s operations, policies or practices.





On
      February 6, 2008, the Board appointed Jodi Henderson as the corporate Secretary
      of the Company, replacing Stafford Kelley. Also on February 6, 2008, the Board
      appointed Harold Gardner as Vice President of Business Development and David
      Hackman as Vice President of Exploration. Both Mr. Gardner and Mr. Hackman
      are
      also Directors of the Company. Ms. Henderson was formerly the Company’s
      Assistant Corporate Secretary. Ms. Henderson is the Director of Operations
      for
      Kriyah Consultants, LLC which provides administrative and geological services
      to
      the Company.


-17-


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**


**FOR
      THE THREE MONTH PERIOD ENDED JANUARY 31, 2008**





**Discussion
      of Operations & Financial Condition**


**Three
      months ended January 31, 2008**




Pacific
      Copper Corp is in the exploration stage and has not yet realized revenues from
      any operations. The
      Company has incurred a loss of $6,995,469 for the three month period ended
      January 31, 2008. This loss includes non-cash loss for $5,523,871 relating
      to
      non capitalization and expensing of mineral claims relating to acquisition
      of
      Peru and Chile subsidiaries. At January 31, 2008, the Company had an accumulated
      deficit during the exploration stage of $10,593,622. The Company has funded
      operations through the issuance of capital stock. During the year ended October
      31, 2007 the Company raised $3,234,450. Management's plan is to continue raising
      additional funds through future equity or debt financing until it achieves
      profitable operations from mineral extraction activities.





The
      Company’s major endeavor during the quarter ended January 31, 2008 has been its
      acquisitions of subsidiaries in both Peru and Chile.




On
      December 17, 2007, Pacific Copper Corp. completed the acquisition of Pacific
      Copper Peru SRL, a limited liability partnership organized under the laws of
      Peru (“Peru SRL”) pursuant to the Share Exchange Agreement among the Company,
      Peru SRL and the former partners of Peru SRL dated as of April 11,
      2007 ,
      as
      amended (the “Peru Agreement”).





Pursuant
      to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
      common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company. The Peru Consideration
      Shares were issued in escrow subject to a Closing and Escrow Agreement dated
      December 14, 2007 among the Company, Peru SRL and the former partners of Peru
      SRL (the “Closing Agreement”). Pursuant to the terms of the Closing Agreement,
      the former partners of Peru SRL must satisfy certain post-closing items, prior
      to the release of the Peru Consideration Shares from escrow





On
      January 8, 2008, Pacific Copper Corp. (the “Company”) acquired Sociedad Pacific
      Copper Chile Limitada, a limited liability partnership organized under the
      laws
      of Chile (“Pacific LTDA”) pursuant to a Share Exchange Agreement entered into as
      of April 11, 2007 (the “Chile Agreement”) between the Company and the former
      partners of Pacific LTDA. Pursuant to the Chile Agreement the Company issued
      6,088,452 of its common shares (the “Chile Consideration Shares”) to the former
      partners of Pacific LTDA as consideration for the acquisition of 99% of Pacific
      LTDA. As a result of the acquisition, Pacific LTDA became a subsidiary of the
      Company. The Chile Consideration Shares were issued in escrow subject to a
      Closing and Escrow Agreement dated January 8, 2008 among the Company, Pacific
      LTDA and the former partners of Pacific LTDA (the “Closing Agreement”). Pursuant
      to the terms of the Closing Agreement, the former partners of Pacific LTDA
      must
      satisfy certain post-closing items prior to the release of the Chile
      Consideration Shares from escrow.





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


-18-




**SELECTED
      QUARTER INFORMATION**





January
                31, 2008
            
            January
                31, 2007Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            6,995,469
            
            $
            124,417Loss
                per share-basic and diluted
            
            $
            (0.21
            )
            $
            (0.01
            )Total
                Assets
            
            $
            544,385
            
            $
            309,606Total
                Liabilities
            
            $
            182,540
            
            $
            44,476Cash
                dividends declared per share
            
            
            Nil
            
            
            Nil





The
      total
      assets for the quarter ended January 31, 2008 includes cash and cash equivalents
      of $389,229, prepaid expenses of $55,347 capital assets of $99,209 and mineral
      claims for $600. For the quarter ended January 31, 2007, total assets include
      cash and cash equivalents of $299,560, prepaid expenses of $8,038, and capital
      assets of $2,008.





**Revenues**





No
      revenue was generated by the Company’s operations during the three month period
      ended January 31, 2008 and January 31, 2007.





**Net
      Loss**




The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Expenses. The Company has been in the exploration stage and has
      not
      yet realized any revenues from operations. It is primarily engaged in the
      acquisition and exploration of mining properties. Mineral property exploration
      costs are expensed as incurred. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, “ *Whether
      Mineral Rights Are Tangible or Intangible Assets* ”.
      The
      Company assesses the carrying costs for impairment under SFAS 144, “ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. The Emerging Issues Task Force issued EITF 04-3, *Mining
      Assets: Impairment and Business Combinations* requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company is in its early stages of exploration and unable to allocate any
      economic values beyond the proven and probable reserves. In the absence of
      proven and probable reserves, acquisition costs to date are considered to be
      impaired and accordingly, have been written off. When it has been determined
      that a mineral property can be economically developed as a result of
      establishing proven and probable reserves, the costs then incurred to develop
      such property will be capitalized. Such costs will be amortized using the
      units-of-production method over the estimated life of the probable reserve.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.





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 January 31, 2008 is
      general and administrative expense of $760,388, as compared with $60,614 for
      the
      three month period ended January 31, 2007. General and administrative expense
      represents approximately 10.8% of the total operating expense for the quarter
      ended January 31, 2008. The increase in this expense is mainly due to increase
      in professional, consulting, office and general and non cash compensation
      expense relating to the issue of options and warrants for $199,958 and non
      cash
      expense relating to the amortization of deferred stock compensation relating
      to
      issue of stock to consultants for $262,500.


-19-





(b) Project
      Expense





Included
      in operating expenses for the three month period ended January 31, 2008 is
      project expenses of $706,663 as compared with $67,177 for the three month period
      ended January 31, 2007. Project expense represents approximately 10.1 % of
      the
      total operating expense for the three month period ended January 31, 2008.
      The
      major reason for the increase in project expense relates to consulting, claims,
      equipment rentals, contract labor, field wages, photography and other project
      related expenses incurred during the quarter on the mineral claims in Chile
      and
      Peru.




c)
      Mineral claims acquisition cost expense




(i) On
      December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL, a limited
      liability partnership organized under the laws of Peru (“Peru SRL”) pursuant to
      the Share Exchange Agreement among the Company, Peru SRL and the former partners
      of Peru SRL dated as of April 11, 2007, as amended (the “Peru Agreement”).
      Pursuant to the Peru Agreement, the Company issued 4,850,000 shares of the
      Company’s common stock (the “Peru Consideration Shares”) to the partners of Peru
      SRL as consideration for the acquisition of 99% of Peru SRL. The 1% minority
      interest was credited with $24,495. As a result of the acquisition, Peru SRL
      became a subsidiary of the Company. The
      Company expensed $2,449,295, relating to the issue of 4,850,000 common shares
      calculated at $0.50 per common share and the allocation of minority interest
      for
      $24,495 net of capitalization for $200 for mineral property claims. Property
      acquisition costs relating to the exploration properties are being expensed
      until the economic viability of the project is determined and proven and
      probable reserves quantified. In the absence of proven and probable reserves,
      the Company is unable to allocate
      any economic values to the claims. Pursuant to this acquisition the Company
      acquired interest in the following mineral claims which were capitalized at
      $100
      each:





Tonalia
      (subject to the completion of the formal documentation)


Don
      Javier (subject to the completion of formal documentation)





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





(ii)
      On
      January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
      a limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”) pursuant to a Share Exchange Agreement entered into as of April 11, 2007
      (the “Chile Agreement”), as amended, between the Company and the former partners
      of Pacific LTDA. Pursuant
      to the Chile Agreement the Company issued 6,088,452 of its common shares (the
      “Chile Consideration Shares”) to the former partners of Pacific LTDA as
      consideration for the acquisition of 99% of Pacific LTDA. The 1% minority
      interest was credited with $30,750. As a result of the acquisition, Pacific
      LTDA
      became a subsidiary of the Company.





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





Carrera
      Pinto


Carrizal


Cerro
      Blanco


La
      Guanaca


-20-





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





**Liquidity
      and Capital Resources**





The
      following table summarizes the company’s cash flows and cash in
      hand:





January
                31, 2008
            
            January
                31, 2007Cash
                and cash equivalent
            
            $
            389,229
            
            $
            299,560Working
                capital
            
            $
            262,036
            
            $
            263,122Cash
                used in operating activities
            
            $
            (1,161,965
            )
            $
            (144,454
            )Cash
                used in investing activities
            
            $
            (66,150
            )
            $
            (965
            )Cash
                provided by financing activities
            
            $
            nil
            
            $
            66,000





As
      at
      January 31, 2008 the Company had working capital of $262,036 as compared to
      $263,122 as of January 31, 2007. During the three month period ended January
      31,
      2007 the Company invested $65,550 in acquisition of equipment and capitalized
      mineral claims for $600.





The
      Plant
      and equipment as on January 31, 2008 is $99,209.





**Critical
      Accounting Policies**





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





Acquisition,
      Exploration and Evaluation Expenditures




The
      Company has been in the exploration stage and has not yet realized any revenues
      from operations. It is primarily engaged in the acquisition and exploration
      of
      mining properties. Mineral property exploration costs are expensed as incurred.
      Mineral property acquisition costs are initially capitalized when incurred
      using
      the guidance in EITF 04-02, “ *Whether
      Mineral Rights Are Tangible or Intangible Assets* ”.
      The
      Company assesses the carrying costs for impairment under SFAS 144, “ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. The Emerging Issues Task Force issued EITF 04-3, *Mining
      Assets: Impairment and Business Combinations* requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company is in its early stages of exploration and unable to allocate any
      economic values beyond the proven and probable reserve. In the absence of proven
      and probable reserves, acquisition costs to date are considered to be impaired
      and accordingly, have been written off. When it has been determined that a
      mineral property can be economically developed as a result of establishing
      proven and probable reserves, the costs then incurred to develop such property
      will be capitalized. Such costs will be amortized using the units-of-production
      method over the estimated life of the probable reserve. If mineral properties
      are subsequently abandoned or impaired, any capitalized costs will be charged
      to
      operations.


-21-





**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangements as of January 31, 2008 and
      January 31, 2007.





**Contractual
      Obligations and Commercial Commitments**




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





On
      June
      1, 2007, the Company entered into a consulting agreement with Greatrek Trust
      SA
      (“Greatrek”) for a term of fifteen months to provide advice on financial
      matters, business growth and development, and general business consultation.
      The
      Company 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 with
      David Hackman, a director of the Company, on behalf of a corporation to be
      formed in Peru which, prior to closing, would then own certain mineral claims
      located in Peru. On December 17, 2007, Pacific Copper completed the acquisition
      of Pacific Copper Peru SRL, a limited partnership organized under the laws
      of
      Peru (“Peru SRL”) pursuant to the Share Exchange Agreement among the Company,
      Peru SRL and the former partners of Peru SRL dated as of April 11, 2007





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


-22-





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. Upon certain events
      of termination Mr. Brodkey would be entitled to a maximum of one year’s salary
      as a severance payment. Under the employment agreement, Mr. Brodkey is permitted
      to pursue other business opportunities.





On
      August
      22, 2007 the Company entered into an agreement with Kriyah Consultants LLC
      ("Kriyah") for the performance of certain administrative and management
      services.  The Kriyah Agreement has an initial term of two years and is
      then automatically renewable.  Either party may terminate the Kriyah
      Agreement upon 60 days prior written notice. Under the Kriyah Agreement, Kriyah
      received an initial payment of $57,504 and will receive payments of $4000
      each month thereafter. In order to facilitate the retaining of Kriyah, the
      Company guaranteed a lease agreement for the office space used by Kriyah in
      Tucson, Arizona. The Company’s maximum obligation under the lease guarantee, as
      of October 31, 2007, would be $332,290 in the event of a lease default with
      full
      acceleration of rent. Kriyah’s Manager, Andrew A. Brodkey, is also the President
      and CEO of the Company.





On
      September 1, 2007, the Company entered into a Payroll Service Agreement with
      Kriyah Consultants LLC (“Kriyah”) to administer payroll and health insurance
      benefits to Andrew A. Brodkey, President and CEO of the Company, as contemplated
      in his Employment Agreement with the Company dated August 1, 2007 (“Employment
      Agreement”). The Company shall reimburse Kriyah monthly for all direct costs for
      wages, covered by the Employment Agreement and health benefits provided by
      Kriyah and invoiced to the Company for Mr. Brodkey.





On
      August
      16, 2007 the Company entered into an agreement with Hydro Geophysics Inc.
      (“HGI”) Pursuant to this agreement, HGI will provide certain mineral
      exploration, analytical and consulting services to the Company, as requested
      from time to time. These services relate to the Company’s South American
      subsidiaries. The company will be invoiced on a monthly basis for services
      rendered on the projects.





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




***RISK
      FACTORS***





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





Currently,
      the Company has no source of revenue, and no commitments to obtain additional
      financing. The Company will require significant additional working capital
      to
      carry out its exploration programs. The Company has no operating history upon
      which an evaluation of its future success or failure can be made. The ability
      to
      achieve and maintain profitability and positive cash flow is dependent
      upon:





§  further
      exploration of our properties and the results of that exploration;





§  raising
      the capital necessary to conduct this exploration; and





§  raising
      capital to develop our properties.


-23-





Because
      the Company has no operating revenue, it expects to incur operating losses
      in
      future periods as it continues to spend funds to explore its properties. Failure
      to raise the necessary capital to continue exploration could cause the Company
      to go out of business.





2.
            THE
                COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND DIRECTORS. BECAUSE
                OF
                THEIR INVOLVEMENT IN OTHER SIMILAR BUSINESSES WHICH MAY BE COMPETITORS,
                THEY MAY HAVE A CONFLICT OF
                INTEREST.





None
      of
      the Company’s officers or directors works for the Company on a full-time basis.
      The Company’s President and Chief Executive Officer, Andrew Brodkey, is also the
      president of other exploration stage mining companies and, by the terms of
      his
      employment agreement with the Company, is permitted to participate in other
      mining related businesses. Some of our directors are officers or directors
      of
      other companies in similar exploration businesses. Such business activities
      may
      be considered a conflict of interest because these individuals must continually
      make decisions on how much of their time they will allocate to the Company
      as
      against their other business projects, which may be competitive. Also, the
      Company has no key man life insurance policy on any of its senior management
      or
      directors. The loss of one or more of these officers or directors could
      adversely affect the ability of the Company to carry on business.





3.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





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





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





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





5.
            RISKS
                ASSOCIATED WITH PROPERTIES IN SOUTH
                AMERICA





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


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**SUBSEQUENT
      EVENTS**




a )
      Subsequent issuances of stock options




In
      February 2008, the Board granted stock options to two consultants to purchase
      100,000 common shares each and to another two consultants to purchase 10,000
      common shares each. The Board also granted stock options to employees of Kriyah
      Consultants LLC, who perform administrative and geological services for the
      Company in the following amounts: two persons received options to purchase
      70,000 common shares each, three persons received options to purchase 50,000
      common shares each, one person received options to purchase 40,000 common shares
      and one person received options to purchase 30,000 common shares. The foregoing
      option grants totaled 580,000 options. The exercise price for all these options
      was $0.50 per share. These options shall vest 50% at the end of year one
      commencing grant of options and the balance 50% at the end of year two
      commencing grant of the options.





b)
      Subsequent changes to commitments and contingencies





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





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





On
      February 15, 2008, the Company terminated its consulting agreement with
      Medallion Capital Corp., a company controlled by Stafford Kelley, a former
      officer of the Company.





c)
      Subsequent Changes in Officers and Directors





Stafford
      Kelley, the Company’s corporate secretary, resigned effective as of February 1.
      2008. There were no disagreements between the Company and Mr. Kelley with
      respect to the Company’s operations, policies or practices.





On
      February 6, 2008, the Board appointed Jodi Henderson as the corporate Secretary
      of the Company, replacing Stafford Kelley. Also on February 6, 2008, the Board
      appointed Harold Gardner as Vice President of Latin American Operations and
      David Hackman as Vice President of Exploration. Both Mr. Gardner and Mr. Hackman
      are also Directors of the Company. Ms. Henderson was formerly the Company’s
      Assistant Corporate Secretary. Ms. Henderson is the Director of Operations
      for
      Kriyah Consultants, LLC which provides administrative and geological services
      to
      the Company.


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**DISCLOSURE
      AND FINANCIAL CONTROLS AND PROCEDURES**





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





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


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**PART
      II: OTHER INFORMATION**





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





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





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




On
      December 17, 2007, Pacific Copper completed the acquisition of Pacific Copper
      Peru SRL, a limited liability partnership organized under the laws of Peru
      (“Peru SRL”) pursuant to the Share Exchange Agreement among the Company, Peru
      SRL and the former partners of Peru SRL dated as of April 11, 2007 (the “Peru
      Agreement”). Pursuant
      to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
      common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
      consideration for the acquisition of 99% of Peru SRL. As a result of the
      acquisition, Peru SRL became a subsidiary of the Company. The Peru Consideration
      Shares were issued in escrow subject to a Closing and Escrow Agreement dated
      December 14, 2007 among the Company, Peru SRL and the former partners of Peru
      SRL (the “Peru Closing Agreement”). Pursuant to the terms of the Peru Closing
      Agreement, the former partners of Peru SRL must satisfy certain post-closing
      items, prior to the release of the Peru Consideration Shares from escrow. The
      issuance of the Peru Consideration Shares was exempt from registration under
      the
      Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section
      4(2) of the Securities Act.





On
      January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
      a limited liability partnership organized under the laws of Chile (“Pacific
      LTDA”) pursuant to a Share Exchange Agreement entered into as of April 11, 2007
      (the “Chile Agreement”) between the Company and the former partners of Pacific
      LTDA. Pursuant to the Chile Agreement the Company issued 6,088,452 of its common
      shares (the “Chile Consideration Shares”) to the former partners of Pacific LTDA
      as consideration for the acquisition of 99% of Pacific LTDA. As a result of
      the
      acquisition, Pacific LTDA became a subsidiary of the Company. The Chile
      Consideration Shares were issued in escrow subject to a Closing and Escrow
      Agreement dated January 8, 2008 among the Company, Pacific LTDA and the former
      partners of Pacific LTDA (the “ Chile Closing
      Agreement”). Pursuant to the terms of the Chile Closing
      Agreement, the former partners of Pacific LTDA must satisfy certain post-closing
      items prior to the release of the Chile Consideration Shares from escrow. The
      issuance of the Chile Consideration Shares was exempt from registration under
      the Securities Act pursuant to Section 4(2) of the Securities Act.





**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.


-27-





Reports
      on Form 8-K





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




Current
          Report on Form 8-K, “Item 8.01-Other Items”, dated January 8, 2008
 Current
            Report on Form 8-K, “Item 8.01-Other Items”, dated December 17,
            2007


**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:
                March 14, 2008
            /s/
            Jodi
                HendersonSecretary


-28-