UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549




FORM
10-Q




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


SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended April 30, 2009





Commission
file number 000-52495





PACIFIC
COPPER CORP.


(Exact
name of registrant as specified in its charter)





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





3040
N.Campbell Ave, Suite 110, Tucson, AZ 85719


(Address
of principal executive offices including zip code)





(520)
989-0021; FAX (520) 623-3326


(Registrant’s
telephone number including area code)





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





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





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





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





The
number of shares of registrant’s common stock outstanding as of April 30, 2009
was 44,561,600.










PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


(Unaudited-
Prepared by Management)




INTERIM
CONSOLIDATED FINANCIAL STATEMENTS




APRIL 30,
2009




(Amounts
expressed in US Dollars)




(Unaudited-Prepared
by Management)





CONTENTS




Interim
      Consolidated Balance Sheets as of April 30, 2009 (unaudited) and October
      31, 2008 (audited)
                      
                      
                      2Interim
      Consolidated Statements of Operations for the six months and three months
      ended April 30, 2009  and April 30, 2008 and the period from
      Inception (May 18, 1999) to April 30, 2009
                      
                      
                      3Interim
      Consolidated Statements of Changes in Stockholders' Equity for the six
      months endedApril
      30, 2009 and from Inception (May 18, 1999) to April 30,
    2009.
                      
                      
                      4Interim
      Consolidated Statements of Cash Flows for the six months ended April 30,
      2009 and April 30, 2008 and from Inception (May 18, 1999) to April
      30, 2009.
                      
                      
                      5Condensed
      Notes to Interim Consolidated Financial Statements
                      
                      
                      6-22









PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Balance Sheets as at


April 30,
2009 and October 31, 2008


(Amounts
expressed in US Dollars)


(Unaudited
– Prepared by Management)





April
      30,
                          
                          
                          October
      31,2009
                          
                          
                          2008(unaudited)
                          
                          
                          (audited)$
                          
                          
                          $ASSETSCurrentCash
      and cash equivalents
                          
                          
                          4,169
                          
                          
                          
                          110,746Prepaid
      expenses and other receivables
                          
                          
                          6,773
                          
                          
                          
                          35,157Advances
      to a related party (note12)
                          
                          
                          —
                          
                          
                          
                          175,000Total
      Current Assets
                          
                          
                          10,942
                          
                          
                          
                          320,903Plant and Equipment, net
      (note 4)
                          
                          
                          124,865
                          
                          
                          
                          155,443Mining claims (note
      8)
                          
                          
                          600
                          
                          
                          
                          600Total
      Assets
                          
                          
                          136,407
                          
                          
                          
                          476,946LIABILITIESCurrentAccounts
      payable
                          
                          
                          368,671
                          
                          
                          
                          297,370Accrued
      liabilities
                          
                          
                          20,975
                          
                          
                          
                          85,852Due
      to related parties (note 10)
                          
                          
                          587,639
                          
                          
                          
                          —Derivative
      financial instrument (note14)
                          
                          
                          61,875
                          
                          
                          
                          101,250Advances
      from non-related parties (note13)
                          
                          
                          476,979
                          
                          
                          
                          259,244Advances
      from related party (note10)
                          
                          
                          —
                          
                          
                          
                          70,000Total
      Current Liabilities
                          
                          
                          1,516,139
                          
                          
                          
                          813,716Convertible
      note (note14)
                          
                          
                          43,252
                          
                          
                          
                          32,708Total
      Liabilities
                          
                          
                          1,559,391
                          
                          
                          
                          846,424Minority
      Interest (note 3)
                          
                          
                          54,934
                          
                          
                          
                          54,950Going
      Concern (note 2)Commitments
      and Contingencies (note 9)Related
      Party Transactions (note 10)STOCKHOLDERS'
      DEFICIENCYCapital Stock(note
      5)Preferred
      stock, $0.0001 par value, 50,000,000 shares authorized, Nil issued and
      outstanding (October 31, 2008 - nil)
                          
                          
                          —
                          
                          
                          
                          —Common
      stock, $0.0001 par value, 200,000,000 shares authorized, 44,561,600issued and
      outstanding (October 31, 2008 - 44,561,600)
                          
                          
                          4,456
                          
                          
                          
                          4,456Additional
      Paid-in Capital
                          
                          
                          14,076,383
                          
                          
                          
                          13,893,200Deferred stock compensation(note 11)
                          
                          
                          (20,833
                          )
                          
                          
                          (145,833
                          )Accumulated
      other comprehensive income
                          
                          
                          2,862
                          
                          
                          
                          1,064Deficit
      Accumulated During the Exploration Stage
                          
                          
                          (15,540,786
                          )
                          
                          
                          (14,177,315
                          )Total
      Stockholders' Deficiency
                          
                          
                          (1,477,918
                          )
                          
                          
                          (424,428
                          )Total
      Liabilities and Stockholders' Deficiency
                          
                          
                          136,407
                          
                          
                          
                          476,946




See
condensed notes to the unaudited interim consolidated financial
statements


- 2
-


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Operations


For the
six months and three months ended April 30, 2009 and April 30, 2008 and
the


Period
from Inception (May 18, 1999) to April 30, 2009


(Amounts
expressed in US Dollars)


(Unaudited
– Prepared by Management)





For
      the
                                              
                                              
                                              For
      the
                                              
                                              
                                              For
      the
                                              
                                              
                                              For
      thesix
      months
                                              
                                              
                                              six
      months
                                              
                                              
                                              three
      months
                                              
                                              
                                              three
      monthsCumulative
                                              
                                              
                                              ended
                                              
                                              
                                              ended
                                              
                                              
                                              ended
                                              
                                              
                                              endedsince
                                              
                                              
                                              April
      30,
                                              
                                              
                                              April
      30,
                                              
                                              
                                              April
      30,
                                              
                                              
                                              April
      30,inception
                                              
                                              
                                              2009
                                              
                                              
                                              2008
                                              
                                              
                                              2009
                                              
                                              
                                              2008$
                                              
                                              
                                              $
                                              
                                              
                                              $
                                              
                                              
                                              $
                                              
                                              
                                              $Operating
      ExpensesGeneral
      and administration (note 16)
                                              
                                              
                                              5,075,269
                                              
                                              
                                              
                                              655,923
                                              
                                              
                                              
                                              1,603,939
                                              
                                              
                                              
                                              313,380
                                              
                                              
                                              
                                              843,551Project
      expenses (note 15)
                                              
                                              
                                              4,878,777
                                              
                                              
                                              
                                              679,321
                                              
                                              
                                              
                                              899,731
                                              
                                              
                                              
                                              187,758
                                              
                                              
                                              
                                              193,068Mineral
      claims acquisitioncost
      expense (note 8)
                                              
                                              
                                              5,523,871
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              5,523,871
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Amortization
                                              
                                              
                                              73,236
                                              
                                              
                                              
                                              30,578
                                              
                                              
                                              
                                              12,321
                                              
                                              
                                              
                                              15,289
                                              
                                              
                                              
                                              7,774Total
      Operating Expenses
                                              
                                              
                                              15,551,153
                                              
                                              
                                              
                                              1,365,822
                                              
                                              
                                              
                                              8,039,862
                                              
                                              
                                              
                                              516,427
                                              
                                              
                                              
                                              1,044,393Loss
      from Operations
                                              
                                              
                                              (15,551,153
                                              )
                                              
                                              
                                              (1,365,822
                                              )
                                              
                                              
                                              (8,039,862
                                              )
                                              
                                              
                                              (516,427
                                              )
                                              
                                              
                                              (1,044,393
                                              )Other
      income-interest
                                              
                                              
                                              54,508
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Other
      expense-Interest
                                              
                                              
                                              (44,513
                                              )
                                              
                                              
                                              (37,040
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              (17,970
                                              )
                                              
                                              
                                              —Other
      income (expense)-DerivativeFinancial
      Instrument
                                              
                                              
                                              —
                                              
                                              
                                              
                                              39,375
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              61,875
                                              
                                              
                                              
                                              —Loss
      before Income Taxes
                                              
                                              
                                              (15,541,158
                                              )
                                              
                                              
                                              (1,363,487
                                              )
                                              
                                              
                                              (8,039,862
                                              )
                                              
                                              
                                              (472,522
                                              )
                                              
                                              
                                              (1,044,393
                                              )Provision
      for income taxes
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Minority
      Interest
                                              
                                              
                                              372
                                              
                                              
                                              
                                              16
                                              
                                              
                                              
                                              259
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              259Net
      Loss
                                              
                                              
                                              (15,540,786
                                              )
                                              
                                              
                                              (1,363,471
                                              )
                                              
                                              
                                              (8,039,603
                                              )
                                              
                                              
                                              (472,522
                                              )
                                              
                                              
                                              (1,044,134
                                              )Loss
      per share-Basic and Diluted
                                              
                                              
                                              
                                              
                                              
                                              
                                              (0.03
                                              )
                                              
                                              
                                              (0.22
                                              )
                                              
                                              
                                              (0.01
                                              )
                                              
                                              
                                              (0.03
                                              )Weighted
      Average Common Shares Outstanding
                                              
                                              
                                              
                                              
                                              
                                              
                                              44,561,600
                                              
                                              
                                              
                                              36,601,101
                                              
                                              
                                              
                                              44,561,600
                                              
                                              
                                              
                                              40,119,463




See
condensed notes to the unaudited interim consolidated financial
statements


- 3
-


PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency) from inception (May
18, 1999) to April 30, 2009


(Amounts
expressed in US Dollars)




Deficit
                                                                                
                                                                                
                                                                                AccumulatedAccumulated
                                                                                
                                                                                
                                                                                OtherCommon
      Stock
                                                                                
                                                                                
                                                                                Additional
                                                                                
                                                                                
                                                                                Deferred
                                                                                
                                                                                
                                                                                Stock
                                                                                
                                                                                
                                                                                during
      the
                                                                                
                                                                                
                                                                                Comprehensive
                                                                                
                                                                                
                                                                                Total
                                                                                
                                                                                
                                                                                ComprehensivePaid-in
                                                                                
                                                                                
                                                                                Stock
                                                                                
                                                                                
                                                                                Subscription
                                                                                
                                                                                
                                                                                Exploration
                                                                                
                                                                                
                                                                                Income
                                                                                
                                                                                
                                                                                Stockholders’
                                                                                
                                                                                
                                                                                IncomeNumber
                                                                                
                                                                                
                                                                                Amount
                                                                                
                                                                                
                                                                                Capital
                                                                                
                                                                                
                                                                                Compensation
                                                                                
                                                                                
                                                                                Receivable
                                                                                
                                                                                
                                                                                Stage
                                                                                
                                                                                
                                                                                (Loss)
                                                                                
                                                                                
                                                                                Equity
                                                                                
                                                                                
                                                                                (loss)of
      Shares
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $
                                                                                
                                                                                
                                                                                $Common
      stock issued on inception
                                                                                
                                                                                
                                                                                1
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1Common
      shares issued for nil consideration
                                                                                
                                                                                
                                                                                7,605,932
                                                                                
                                                                                
                                                                                
                                                                                761
                                                                                
                                                                                
                                                                                
                                                                                (761
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —Cancelled
      shares
                                                                                
                                                                                
                                                                                (1
                                                                                )
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                (1
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (1
                                                                                )Contributed
      Services
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                8,743
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                8,743Net
      Loss for the period from inception (May 18, 1999) through October 31,
      2004
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (8,743
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (8,743Balance,
      October 31, 2004
                                                                                
                                                                                
                                                                                7,605,932
                                                                                
                                                                                
                                                                                
                                                                                761
                                                                                
                                                                                
                                                                                
                                                                                7,982
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (8,743
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —Contributed
      Services
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,178
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,178Net
      Loss
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (1,178
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (1,178Balance
      October 31, 2005
                                                                                
                                                                                
                                                                                7,605,932
                                                                                
                                                                                
                                                                                
                                                                                761
                                                                                
                                                                                
                                                                                
                                                                                9,160
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (9,921
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —Common
      shares issued for cash
                                                                                
                                                                                
                                                                                4,710,000
                                                                                
                                                                                
                                                                                
                                                                                471
                                                                                
                                                                                
                                                                                
                                                                                470,529
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                471,000Common
      shares issued for acquisition of interests in mineral
    claims
                                                                                
                                                                                
                                                                                5,000,000
                                                                                
                                                                                
                                                                                
                                                                                500
                                                                                
                                                                                
                                                                                
                                                                                499,500
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                500,000Net
      Loss
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (647,453
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (647,453Balance,
      October 31, 2006 (audited)
                                                                                
                                                                                
                                                                                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
      subscription 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
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (2,940,779Balance
      October 31, 2007 (audited)
                                                                                
                                                                                
                                                                                29,145,932
                                                                                
                                                                                
                                                                                
                                                                                2,915
                                                                                
                                                                                
                                                                                
                                                                                6,028,123
                                                                                
                                                                                
                                                                                
                                                                                (1,062,499
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (3,598,153
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,370,386Common
      stock issued on acquisition of Peru subsidiary
                                                                                
                                                                                
                                                                                4,850,000
                                                                                
                                                                                
                                                                                
                                                                                485
                                                                                
                                                                                
                                                                                
                                                                                2,424,515
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                2,425,000Common
      stock issued on acquisition of Chile subsidiary
                                                                                
                                                                                
                                                                                6,088,452
                                                                                
                                                                                
                                                                                
                                                                                608
                                                                                
                                                                                
                                                                                
                                                                                3,043,617
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                3,044,225Common
      shares issued for cash (net)
                                                                                
                                                                                
                                                                                3,157,143
                                                                                
                                                                                
                                                                                
                                                                                316
                                                                                
                                                                                
                                                                                
                                                                                1,027,334
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (175,000
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                852,650Common
      shares issued for cash (net)
                                                                                
                                                                                
                                                                                743,572
                                                                                
                                                                                
                                                                                
                                                                                75
                                                                                
                                                                                
                                                                                
                                                                                246,805
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                246,880Stock
      subscription received
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                175,000
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                175,000Common
      shares issued for cash (net)
                                                                                  Stock
      based compensation
                                                                                
                                                                                
                                                                                576,501
                                                                                
                                                                                
                                                                                
                                                                                57
                                                                                
                                                                                
                                                                                
                                                                                201,228
      679,971
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                201,285
      679,971Compensation
      expense on issue of warrants
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                235,982
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                235,982Amortization
      of deferred stock compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                916,666
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                916,666Beneficial
      conversion feature of the convertible note financing
      transaction
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                5,625
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                5,625Foreign
      currency translation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,064
                                                                                
                                                                                
                                                                                
                                                                                1,064
                                                                                
                                                                                
                                                                                
                                                                                1,064Net
      Loss for the year  ended October  31,
    2008
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                —
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (10,579,162
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (10,579,162
                                                                                )
                                                                                
                                                                                
                                                                                (10,579,162
                                                                                )Balance
      October 31, 2008 (audited)
                                                                                
                                                                                
                                                                                44,561,600
                                                                                
                                                                                
                                                                                
                                                                                4,456
                                                                                
                                                                                
                                                                                
                                                                                13,893,200
                                                                                
                                                                                
                                                                                
                                                                                (145,833
                                                                                )
                                                                                
                                                                                
                                                                                0
                                                                                
                                                                                
                                                                                
                                                                                (14,177,315
                                                                                )
                                                                                
                                                                                
                                                                                1,064
                                                                                
                                                                                
                                                                                
                                                                                (424,428
                                                                                )
                                                                                
                                                                                
                                                                                (10,578,098
                                                                                )Stock
      based compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                129,709
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                129,709Compensation
      expense on issue of warrants
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                53,474
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                53,474Amortization
      of deferred stock compensation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                125,000
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                125,000Foreign
      currency translation
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                1,798
                                                                                
                                                                                
                                                                                
                                                                                1,798
                                                                                
                                                                                
                                                                                
                                                                                1,798Net
      Loss for the period  ended April 30, 2009
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (1,363,471
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (1,363,471
                                                                                )
                                                                                
                                                                                
                                                                                (1,363,471
                                                                                )Balance
      April 30, 2009
                                                                                
                                                                                
                                                                                44,561,600
                                                                                
                                                                                
                                                                                
                                                                                4,456
                                                                                
                                                                                
                                                                                
                                                                                14,076,383
                                                                                
                                                                                
                                                                                
                                                                                (20,833
                                                                                )
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                (15,540,786
                                                                                )
                                                                                
                                                                                
                                                                                2,862
                                                                                
                                                                                
                                                                                
                                                                                (1,477,918
                                                                                )
                                                                                
                                                                                
                                                                                (1,361,673
                                                                                )





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




- 4
-




PACIFIC
COPPER CORP.


(AN
EXPLORATION STAGE MINING COMPANY)


Interim
Consolidated Statements of Cash Flows


For the
six months ended April 30, 2009 and April 30, 2008 and from inception (May 18,
1999) to April 30, 2009


(Amounts
expressed in US Dollars)


(Unaudited
– Prepared by Management)





CumulativeSince
                                  
                                  
                                  April
      30,
                                  
                                  
                                  April
      30,Inception
                                  
                                  
                                  2009
                                  
                                  
                                  2008Cash
      Flows from Operating ActivitiesNet
      Loss
                                  
                                  
                                  (15,540,786
                                  )
                                  
                                  
                                  (1,363,471
                                  )
                                  
                                  
                                  (8,039,603
                                  )Adjustment
      for:Amortization
                                  
                                  
                                  73,236
                                  
                                  
                                  
                                  30,578
                                  
                                  
                                  
                                  12,321Stock
      based compensation
                                  
                                  
                                  1,104,254
                                  
                                  
                                  
                                  129,709
                                  
                                  
                                  
                                  439,144Compensation
      expense on issue of warrants
                                  
                                  
                                  310,549
                                  
                                  
                                  
                                  53,474
                                  
                                  
                                  
                                  53,474Expenses
      credited to Additional Paid-in Capital
                                  
                                  
                                  9,921
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Shares
      issued for mineral claims
                                  
                                  
                                  5,969,225
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  5,469,225Amortization
      of deferred stock compensation
                                  
                                  
                                  1,479,167
                                  
                                  
                                  
                                  125,000
                                  
                                  
                                  
                                  525,000Interest
      on loans
                                  
                                  
                                  24,934
                                  
                                  
                                  
                                  17,735
                                  
                                  
                                  
                                  —Fair
      value adjustment to compound derivative
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (4,375
                                  )
                                  
                                  
                                  —Fair
      value adjustment to additional investment rights
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (35,000
                                  )
                                  
                                  
                                  —Amortization
      of debt discount
                                  
                                  
                                  10,752
                                  
                                  
                                  
                                  10,544
                                  
                                  
                                  
                                  —Changes
      in non-cash working capitalPrepaid
      expenses
                                  
                                  
                                  (6,773
                                  )
                                  
                                  
                                  28,384
                                  
                                  
                                  
                                  (81,089
                                  )Advances
      to a related party
                                  
                                  
                                  —
                                  
                                  
                                  
                                  175,000
                                  
                                  
                                  
                                  —Accounts
      payable
                                  
                                  
                                  368,671
                                  
                                  
                                  
                                  71,301
                                  
                                  
                                  
                                  (251,888
                                  )Accrued
      liabilities
                                  
                                  
                                  20,975
                                  
                                  
                                  
                                  (64,877
                                  )
                                  
                                  
                                  101,758Due
      to related parties
                                  
                                  
                                  587,639
                                  
                                  
                                  
                                  587,639Minority
      Interest
                                  
                                  
                                  54,934
                                  
                                  
                                  
                                  (16
                                  )
                                  
                                  
                                  55,046Net
      cash used in operating activities
                                  
                                  
                                  (5,533,302
                                  )
                                  
                                  
                                  (238,375
                                  )
                                  
                                  
                                  (1,716,612
                                  )Cash
      Flows from Investing ActivitiesAcquisition
      of plant and equipment
                                  
                                  
                                  (198,101
                                  )
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (158,644
                                  )Acquisition
      of mineral claims
                                  
                                  
                                  (600
                                  )
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (600
                                  )Net
      cash used in investing activities
                                  
                                  
                                  (198,701
                                  )
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (159,244
                                  )Cash
      Flows from Financing ActivitiesIssuance
      of common shares for cash (net)
                                  
                                  
                                  5,181,265
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  852,650Advances
      from non-related parties
                                  
                                  
                                  452,045
                                  
                                  
                                  
                                  130,000
                                  
                                  
                                  
                                  —Convertible
      notes
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Net
      cash provided by financing activities
                                  
                                  
                                  5,733,310
                                  
                                  
                                  
                                  130,000
                                  
                                  
                                  
                                  852,650Effect
      of foreign currency exchange rate changes
                                  
                                  
                                  2,862
                                  
                                  
                                  
                                  1,798
                                  
                                  
                                  
                                  367Net
      increase (decrease) in Cash and Cash equivalents
                                  
                                  
                                  4,169
                                  
                                  
                                  
                                  (106,577
                                  )
                                  
                                  
                                  (1,022,839
                                  )Cash-
      beginning of period
                                  
                                  
                                  —
                                  
                                  
                                  
                                  110,746
                                  
                                  
                                  
                                  1,617,344Cash
      - end of period
                                  
                                  
                                  4,169
                                  
                                  
                                  
                                  4,169
                                  
                                  
                                  
                                  594,505Supplemental
      Cash Flow InformationInterest
      paid
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Income
      taxes paid
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —





See
condensed notes to the unaudited interim consolidated financial
statements


- 5
-





PACIFIC
COPPER CORP.


(AN EXPLORATION STAGE MINING
COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2009


(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,
2009. 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”  or “Pacific Copper” ), and its subsidiaries
Pacific Copper Peru SRL, a limited liability partnership (99% owned by the
Company) and Sociedad Pacific Copper Chile Limitada, a limited liability
partnership (99% owned by the Company).  All material inter-company
accounts and transactions have been eliminated.




2.
            Going
      Concern





The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has no source for operating revenue and
expects to incur significant expenses before establishing operating revenue. The
Company has a need for equity capital and financing for working capital and
exploration of its properties. Because of continuing operating losses, negative
working capital and cash outflows from operations, the Company’s continuance as
a going concern is dependent upon its ability to obtain adequate financing and
to reach profitable levels of operation. The Company’s future success is
dependent upon its continued ability to raise sufficient capital, not only to
maintain its operating expenses, but to explore for reserves. There is no
guarantee that such capital will continue to be available on acceptable terms,
if at all or if the Company will attain profitable levels of operation.
Management’s plans to mitigate these conditions are described
below.




The
Company is in the exploration stage and has not yet realized revenues from any
operations.  The Company has incurred a loss of $1,363,471 for the six
month period ended April 30, 2009.  This loss includes a non-cash stock
based compensation expense for $129,709 and non-cash compensation expense
for issue of warrants for $ 53,474. At April 30, 2009, the Company had an
accumulated deficit during the exploration stage of
$15,540,786.  During the year ended October 31, 2008 the Company
raised an additional capital of $1,475,815 (net of offering costs). Further,
during the year ended October 31, 2008 the Company raised an additional $100,000
being subscription for convertible notes ( See Note 14-“Convertible Note
Financing Transaction” below). The Company did not raise any share capital
during the six months ended April 30, 2009. 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.


- 6
-


PACIFIC
COPPER CORP.


(AN EXPLORATION STAGE MINING
COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




3.
            Nature
      of Business and Operations-Cont’d




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





Pursuant
to the Peru Agreement, the Company issued 4,850,000 shares of the Company’s
common stock (the “Peru Consideration Shares”) to the partners of Peru SRL as
consideration for the acquisition of 99% of Peru SRL.  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. As of
the date of this report, the Peru Consideration shares remain in
escrow.





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





4.
              Plant
      and Equipment, Net




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







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





April
      30, 2009
                                  
                                  
                                  October
      31, 2008Accumulated
                                  
                                  
                                  
                                  
                                  
                                  AccumulatedCost
                                  
                                  
                                  Depreciation
                                  
                                  
                                  Cost
                                  
                                  
                                  Depreciation$
                                  
                                  
                                  $
                                  
                                  
                                  $
                                  
                                  
                                  $Office,
      furniture and fixtures
                                  
                                  
                                  386
                                  
                                  
                                  
                                  171
                                  
                                  
                                  
                                  386
                                  
                                  
                                  
                                  132Computer
      equipment
                                  
                                  
                                  6,529
                                  
                                  
                                  
                                  2,701
                                  
                                  
                                  
                                  6,529
                                  
                                  
                                  
                                  1,790Operating
      equipment
                                  
                                  
                                  191,185
                                  
                                  
                                  
                                  70,363
                                  
                                  
                                  
                                  191,185
                                  
                                  
                                  
                                  40,735198,100
                                  
                                  
                                  
                                  73,235
                                  
                                  
                                  
                                  198,100
                                  
                                  
                                  
                                  42,657Net
      carrying amount
                                  
                                  $
                                  124,865
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  155,443




- 7
-


PACIFIC
COPPER CORP.


(AN EXPLORATION STAGE MINING
COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




5.
            Issuance
      of Common Shares





Year ended October 31,
2008





Three months ended January
31, 2008





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




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


- 8
-


PACIFIC
COPPER CORP.


(AN EXPLORATION STAGE MINING
COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




5.
            Issuance
      of Common Shares –Cont’d





Three months ended April 30,
2008





The
Company, through private placements, issued 3,157,143 units at a price of $0.35
per unit. Each unit consisted of one common share and one half a common share
purchase warrant.  Each full warrant is exercisable for one common
share at $0.50 per share on or before April 30, 2010.  The private
placement was exempt from registration under the Securities Act of 1933 as
amended (the “Securities Act”) pursuant to Regulation S promulgated thereunder
(“Regulation S”). The Company accrued share issuance expense of $77,350 as a
finder’s fee for introduction to subscribers who purchased 3,157,143 units for a
total investment of $1,105,000 in the above private placements. The Company also
issued to the finder a warrant to purchase 45,000 shares at $0.50 per share on
or before April 30, 2010.





Three monthsendedJuly 31, 2008





The
Company, through private placements, issued 743,572 units at a price of $0.35
per unit during the months of June and July 2008. Each unit consisted of one
common share and one half a common share purchase warrant. Each full warrant is
exercisable for one common share at $0.50 per share for a period of 2 years from
the date of issuance.  The private placement was exempt from
registration under the Securities Act pursuant to Regulation S. The Company
expensed share issuance expense of $13,370 being total finder’s
fees. The Company also issued to the finders a warrant to purchase 13,000
shares at $0.50 per share on or before two years from date of
issuance.





Three monthsendedOctober 31, 2008





The
Company, through private placements, issued 576,501 units at a price of $0.35
per unit during the months of September and October 2008. Each unit consisted of
one common share and one half a common share purchase warrant. Each full warrant
is exercisable for one common share at $0.50 per share for a period of two years
from the date of issuance. The private placement was exempt from registration
under the Securities Act pursuant to Regulation S.





Sixmonths endedApril 30, 2009





The
Company did not raise any capital during the six month period ended April 30,
2009.





6.
            Stock
      Purchase Warrants





Year
ended October 31, 2008





During
the year ended October 31, 2008, on August 13, 2008, the Company entered into an
advisory consulting agreement with Jesup & Lamont Sec. Corp. (the
“Consultant”).  Pursuant to this agreement, the Consultant agreed to
provide and perform for the benefit of the Company certain consulting services.
The Company issued to the consultant a warrant to purchase 500,000 common shares
at a price of $0.50 per share and exercisable for a period of five
years.  The term of this agreement was for a period of 6
months.  The Company expensed the entire compensation cost for the
issue of these warrants for $129,034 which vested during the year ended October
31, 2008.  The fair value of the warrants was estimated on the grant
date using the Black-Scholes option-pricing model.


- 9
-


PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
 
 6.
              Stock
      Purchase Warrants-Cont’d
    Number
      of
                                                      Warrants
                                                      Granted
                                                    
                                                    
                                                    Exercise
                                                      Prices
                                                    
                                                    
                                                    Expiry
      Date$Outstanding
      at October 31, 2007 and average exercise price
                                                    
                                                    
                                                    4,318,100
                                                    
                                                    
                                                    
                                                    0.70Granted
      in year 2008
                                                    
                                                    
                                                    1,623,571
                                                    
                                                    
                                                    
                                                    0.50
                                                    
                                                    
                                                    4/30/2010Granted
      in year 2008
                                                    
                                                    
                                                    175,857
                                                    
                                                    
                                                    
                                                    0.50
                                                    
                                                    
                                                    6/6/2010Granted
      in year 2008
                                                    
                                                    
                                                    208,928
                                                    
                                                    
                                                    
                                                    0.50
                                                    
                                                    
                                                    7/30/2010Granted
      in year 2008
                                                    
                                                    
                                                    253,248
                                                    
                                                    
                                                    
                                                    0.50
                                                    
                                                    
                                                    9/12/2010Granted
      in year 2008
                                                    
                                                    
                                                    500,000
                                                    
                                                    
                                                    
                                                    0.50
                                                    
                                                    
                                                    9/23/2013Granted
      in year 2008
                                                    
                                                    
                                                    35,000
                                                    
                                                    
                                                    
                                                    0.50
                                                    
                                                    
                                                    10/24/2010Outstanding
      at October 31, 2008 and average exercise price
                                                    
                                                    
                                                    7,114,704
                                                    
                                                    
                                                    
                                                    0.62Granted
      in year 2009
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Expired
      in year 2009
                                                    
                                                    
                                                    3,085,000
                                                    
                                                    
                                                    
                                                    0.75Expired
      in year 2009
                                                    
                                                    
                                                    233,100
                                                    
                                                    
                                                    
                                                    0.50Outstanding
      at April 30, 2009and average exercise price
                                                    
                                                    
                                                    3,796,604
                                                    
                                                    
                                                    
                                                    0.52
  The
warrants do not confer upon the holders any rights or interest as a shareholder
of the Company
  7.
              Stock Based
      Compensation
 
 On August
8, 2006, the Board of Directors approved stock option plan ("2006 Stock Option
Plan"), the purpose of which is to enhance the Company's stockholder value and
financial performance by attracting, retaining and motivating the Company's
officers, directors, key employees, consultants and its affiliates and to
encourage stock ownership by such individuals by providing them with a means to
acquire a proprietary interest in the Company's success through stock ownership.
Under the 2006 Stock Option Plan, officers, directors, employees and consultants
who provide services to the Company may be granted options to acquire common
shares of the Company.  Options may have a term of up to 10
years.  The
aggregate number of shares of common stock originally authorized under the plan
was 5,000,000. Since adoption of the Plan an additional 600,000 shares were
authorized for issuance pursuant to the Plan’s “evergreen share reserve
increase” provision.
  - 10 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  7.
              Stock Based
      Compensation-Cont’d
  During
the six month period ended April 30, 2009, no options were granted.
  During
the year ended October 31, 2008, the Board granted the following stock
options:
 
 a)
              On
      February 20, 2008, stock options to purchase 250,000 common shares at an
      exercise price of $0.40 per share were issued to a
      consultant.  These options were granted in accordance with the
      terms of the Company’s 2006 Stock Option Plan and shall vest immediately
      on date of grant.  These options were granted for a term of 2
      years.
  b)
              In
      March 1, 2008, the Board granted stock options to a consultant to purchase
      100,000 common shares and to another two consultants to purchase 10,000
      common shares each.  The Board also granted stock options to
      employees of Kriyah Consultants LLC (“Kriyah”), who perform administrative
      and geological services for the Company in the following amounts: two
      persons received options to purchase 70,000 common shares each, three
      persons received options to purchase 50,000 common shares each and two
      persons received options to purchase 40,000 common shares each. The
      foregoing option grants totaled 490,000 options.  The exercise
      price for all these options was $0.50 per share.  These options
      were granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest 50% at the end of year one commencing grant of
      options and the balance 50% at the end of year two commencing grant of the
      options.
  c)
              On
      May 15, 2008, stock options to purchase 200,000 common shares at an
      exercise price of $0.35 per share were issued to a
      consultant.  These options were granted in accordance with the
      terms of the Company’s 2006 Stock Option Plan and shall vest on the third
      month from the date granted. These options were granted for a term of 2
      years.
  d)
              On
      September 24, 2008 stock options to purchase 50,000 common shares at an
      exercise price of $0.50 per share were issued to an employee of Kriyah,
      who performs administrative and geological services for the Company.
       These options were granted in accordance with the terms of the
      Company’s 2006 Stock Option Plan and shall vest 50% at the end of year one
      commencing grant of options and the balance 50% at the end of year two
      commencing grant of the options.
 
 The
Company has adopted SFAS123 (Revised) commencing July 1, 2005.
 
 The fair
value of each grant was estimated at the grant date using the Black-Scholes
option-pricing model.  The Black-Scholes option pricing model requires
the use of certain assumptions, including expected terms, expected volatility,
expected dividends and risk-free interest rate to calculate the fair value of
stock-based payment awards.  The assumptions used in calculating the
fair value of stock option awards involve inherent uncertainties and the
application of management judgment.
  - 11 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  7.
              Stock Based
      Compensation-Cont’d
  During thesixmonth period endedApril
30, 2009, no
new stock options were issued.
 
 For the
six-month period ended April 30, 2009, the Company has recognized in its
financial statements, stock-based compensation costs as per the following
details.  The fair value of each option used for the purpose of
estimating the stock compensation is based on the grant date using the
Black-Scholes option pricing model with the following weighted average
assumptions.
 
 Date
      of grant
                    
                    14-May
                    
                    
                    20-Jul
                    
                    
                    1-Aug
                    
                    
                    9-Aug
                    
                    
                    20-Feb
                    
                    
                    1-Mar
                    
                    
                    15-May
                    
                    
                    24-Sep2007
                    
                    
                    2007
                    
                    
                    2007
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2008
                    
                    
                    2008
                    
                    
                    2008
                    
                    
                    TotalRisk
      free rate
                    
                    
                    4.50
                    %
                    
                    
                    4.50
                    %
                    
                    
                    4.50
                    %
                    
                    
                    4.50
                    %
                    
                    
                    5.00
                    %
                    
                    
                    5.00
                    %
                    
                    
                    5.00
                    %
                    
                    
                    2.95
                    %Volatility
      factor
                    
                    
                    50
                    %
                    
                    
                    50
                    %
                    
                    
                    50
                    %
                    
                    
                    50
                    %
                    
                    
                    100
                    %
                    
                    
                    98
                    %
                    
                    
                    86
                    %
                    
                    
                    84
                    %Expected
      dividends
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %Forfeiture
      rate
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %
                    
                    
                    0
                    %Expected
      life
                    
                    5
      years
                    
                    
                    5
      years
                    
                    
                    5
      years
                    
                    
                    5
      years
                    
                    
                    2
      years
                    
                    
                    5
      years
                    
                    
                    5
      years
                    
                    
                    5
      yearsExercise
      price
                    
                    $
                    0.50
                    
                    
                    $
                    0.50
                    
                    
                    $
                    0.50
                    
                    
                    $
                    0.51
                    
                    
                    $
                    0.40
                    
                    
                    $
                    0.50
                    
                    
                    $
                    0.35
                    
                    
                    $
                    0.50Total
      number of options granted
                    
                    
                    1,750,000
                    
                    
                    
                    250,000
                    
                    
                    
                    1,700,000
                    
                    
                    
                    650,000
                    
                    
                    
                    250,000
                    
                    
                    
                    490,000
                    
                    
                    
                    200,000
                    
                    
                    
                    50,000
                    
                    
                    
                    5,340,000Total
      number of options forfeited/cancelled/Expired/Exercised
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (110,000
                    )
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (110,000
                    )Grant
      date fair value
                    
                    $
                    0.24
                    
                    
                    $
                    0.24
                    
                    
                    $
                    0.24
                    
                    
                    $
                    0.24
                    
                    
                    $
                    0.22
                    
                    
                    $
                    0.27
                    
                    
                    $
                    0.25
                    
                    
                    $
                    0.13Stock-based
      compensation cost expensed during the six month period ended April 30,
      2009
                    
                    $
                    nil
                    
                    
                    $
                    5,963
                    
                    
                    $
                    96,200
                    
                    
                    $
                    nil
                    
                    
                    $
                    nil
                    
                    
                    $
                    25,904
                    
                    
                    $
                    nil
                    
                    
                    $
                    1,642
                    
                    
                    $
                    129,709Unexpended  Stock
      -based compensation cost deferred over the vesting period
                    
                    $
                    nil
                    
                    
                    $
                    2,636
                    
                    
                    $
                    104,218
                    
                    
                    $
                    nil
                    
                    
                    $
                    nil
                    
                    
                    $
                    43,187
                    
                    
                    $
                    nil
                    
                    
                    $
                    4,584
                    
                    
                    $
                    154,625
 
 As of
April 30, 2009 there was $154,625 of unrecognized expenses related to non-vested
stock-based compensation arrangements granted.  The stock-based
compensation expense for the six month period ended April 30, 2009 was
$129,709.
  - 12 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
 
 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 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.  The Company does not consider either of the mineral claim
groups acquired in the transaction (as listed below) to be material assets at
this time, but our assessment may change after further work is done on the
properties.  Pursuant to this acquisition the Company 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)
 
 (b)          On
January 8, 2008, Pacific Copper acquired Pacific LTDA, a limited liability
partnership organized under the laws of Chile, pursuant to a Share Exchange
Agreement entered into as of April 11, 2007 (the “Chile Agreement”), as amended,
between the Company and the former partners of Pacific LTDA.  Pursuant
to the Chile Agreement the Company issued 6,088,452 of its common shares (the
“Chile Consideration Shares”) to the former partners of Pacific LTDA as
consideration for the acquisition of 99% of Pacific LTDA.  The 1%
minority interest was credited with $30,750.  As a result of the
acquisition, Pacific LTDA became a subsidiary of the Company.  The
Company expensed $3,074,576, relating to the issue of 6,088,452 common shares
calculated at $0.50 per common share and the allocation of minority interest for
$30,750 net of capitalization for $400 for mineral property
claims.  Property acquisition costs relating to the exploration
properties are being expensed until the economic viability of the project is
determined and proven and probable reserves quantified.  In the
absence of proven and probable reserves, the Company is unable to allocate any
economic values to the claims groups acquired in the transaction (as listed
below).  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.  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
  - 13 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  5.
                Mining
      Claims-Cont’d
 (c)           As
of February 27, 2009 Pacific Copper, through its wholly owned subsidiary Pacific
LTDA, entered into a definitive mineral property acquisition agreement (the
“Gareste Agreement”) with Gareste pursuant to which the Company acquired a 100%
interest in the following copper oxide properties located in Atacama Region III,
Chile: the “Venado Property” (also known as the “Venapai Property”) consisting
of approximately 3600 hectares of exploration concessions, located roughly 45
kilometers from the city of Copiapo, the “El Corral Property”, consisting of
approximately 4000 hectares of exploration concessions, located roughly 60
kilometers from the city of Copiapo, and the adjacent “La Mofralla Property”,
consisting of approximately 250 hectares of exploration concessions also located
roughly 60 kilometers from the City of Copiapo.  These properties were
subject to separate letters of intent entered into during July and October of
2008, as previously disclosed.
 
 Under the
Gareste Agreement the Company is required to issue a total of 5,000,000 shares
of its common stock to Gareste, allocable as follows: 2,000,000 shares of common
stock as consideration for the Venado Property, 2,000,000 shares of common stock
as consideration for the El Corral Property and 1,000,000 shares of common stock
as consideration for the La Mofralla Property.  In addition, the
Venado Property is subject to a 2% net smelter return royalty, capped at
$10,000,000, 50% of which can be repurchased by Pacific Copper at any time prior
to the commencement of production for $3,000,000, and the El Corral Property is
subject to a 2% net smelter return royalty, capped at $10,000,000, 50% of which
can be repurchased by Pacific Copper at any time prior to the commencement of
production for $2,000,000.  As of the date of this report, title to
the properties has been transferred to Pacific LTDA and the closing is in
process.
  9.
                Commitments
      and Contingencies
 
 On June
1, 2007, the Company entered into an agreement with Sweetwater Capital
Corporation, a private company with a director in common with the Company
(“Sweetwater”) for a term of 24 months to provide financial public relations,
business promotion, business growth and development consulting services,
including consultation regarding mergers and acquisitions, and general business
consultation.  The Company will pay Sweetwater $4,000 per month plus
1,000,000 restricted shares of the Company's common stock  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 April
19, 2007, the Company executed an agreement dated as of April 11, 2007 with
David Hackman, a director of the Company, on behalf of a corporation to be
formed in Peru which, prior to closing, would then own certain mineral claims
located in Peru.  On December 17, 2007, Pacific Copper completed the
acquisition of Peru SRL, pursuant to the Share Exchange Agreement among the
Company, Peru SRL and the former partners of Peru SRL dated as of April 11,
2007. As of the date of this report, the 4,850,000 shares of the Company’s
common stock issued in connection with the closing of this transaction are held
in escrow subject to the satisfaction of certain post-closing
conditions.
 
 On April
19, 2007 the Company executed an agreement dated as of April 11, 2007 with
Harold Gardner, a director of the Company, on behalf of a corporation to be
formed in Chile which, prior to closing, would then own certain mineral claims
located in Chile.  On January 8, 2008, Pacific Copper acquired Pacific
LTDA pursuant to a Share Exchange Agreement entered into as of April 11, 2007
between the Company and the former partners of Pacific LTDA. As of the date of
this report the 6,088,452 shares of the Company’s common stock issued in
connection with the closing of this transaction are held in escrow subject to
the satisfaction of certain post-closing conditions.
  - 14 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  9.
              Commitments
      and Contingencies-Cont’d
 
 On August
9, 2007 the Company and Andrew A. Brodkey executed an employment agreement
pursuant to which the Company retained Mr. Brodkey as President and Chief
Executive Officer.  The Employment Agreement has a two-year term that
commenced on August 1, 2007 and will continue until August 1, 2009 unless
terminated earlier pursuant to the terms of the Employment
Agreement.  Mr. Brodkey’s base salary is $132,000 per
year.  Upon certain events of termination Mr. Brodkey would be
entitled to a maximum of one year’s salary as a severance
payment.  Under the employment agreement, Mr. Brodkey is permitted to
pursue other business opportunities.
 
 On August
22, 2007 the Company entered into an agreement with Kriyah 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.  Commencing in January of 2009, this amount was reduced to
$2500 per month, and as of March, 2009, to $250 per month.  In order
to facilitate the retaining of Kriyah, the Company guaranteed a lease agreement
for the office space used by Kriyah in Tucson, Arizona.  The Company’s
maximum obligation under the lease guarantee, as of April 30, 2009, is $212,774
in the event of a lease default with full acceleration of rent. The lease which
was executed by War Eagle Mining Corporation, a Canadian corporation which at
the time of execution was related to the Company through common directors, (“War
Eagle”) as Lessee, is now in default and Kriyah subsequently moved its office
location. The War Eagle lease is also guaranteed by Zoro Mining Corp. (a related
Company).  Kriyah’s Manager, Andrew A. Brodkey, is also the President
and CEO of the Company. The potential liability as a result of this default is
not determinable at this time. Expense, if any, will be recorded in the period
in which any liability becomes known.
 
 On
September 1, 2007, the Company entered into a Payroll Service Agreement with
Kriyah 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 provided certain mineral
exploration, analytical and consulting services to the Company, as requested
from time to time, with respect to the Company’s South American
projects.  This contract expired on February 16, 2009. The Company
remains obligated for the payment of an aggregate of $89,212 of unpaid invoices
under this contract.
  - 15 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  9.
              Commitments
      and Contingencies-Cont’d
 
 On
January 24, 2008, the Company’s subsidiary Pacific LTDA entered into an
exclusive exploration, mining and exploitation agreement (the "Guanaca Lease")
for the La Guanaca copper oxide project located northeast of the town of Inca de
Oro, Chanaral Province, Atacama Region 3, Chile. This property, which consists
of approximately 300 hectares of exploration concessions, is road-accessible and
was previously explored in the mid-1990's through geophysical methods, sampling
and drilling by Empresa Nacional de Mineria ("ENAMI") a Chilean nationally-owned
mining enterprise.  The Guanaca Lease is for a term of 5 years and is
renewable automatically for additional 5-year periods.  The owners of
the La Guanaca property will receive $2,000 per month in cash during the term of
the agreement.
 
 On
February 12, 2008, the Company’s subsidiary, Pacific LTDA, entered into an
Operator Agreement (the “Chile Operator Agreement”) with Gareste Limitada, a
limited liability partnership organized under the laws of Chile
(“Gareste”).  Pursuant to the Chile Operator Agreement Gareste will
prepare and submit proposed annual work programs and accompanying budgets to
Pacific LTDA covering the exploration and, if warranted, development of certain
mineral concessions held by Pacific LTDA.  Gareste will provide
comprehensive management services and contract for transportation, labor,
insurance and logistical services for all approved
programs.  Gareste’s overhead reimbursement and compensation will be
specified in each proposed budget and subject to approval by Pacific
LTDA.  The Chile Operator Agreement is terminable by either party upon
90-days’ prior notice.  Harold Gardner, a member of the Company’s
board of directors, is a partner in Gareste.
 
 On
February 12, 2008 the Company’s subsidiary, Peru SRL entered into an Operator
Agreement (the “Peru Operator Agreement”) with Inversiones Mineras Stiles, a
limited liability partnership organized under the laws of Peru
(“Stiles”).  Pursuant to the Peru Operator Agreement Stiles will
prepare and submit proposed annual work programs and accompanying budgets to
Peru SRL covering the exploration and, if warranted, development of certain
mineral concessions held by Peru SRL.  Stiles will provide
comprehensive management services and contract for transportation, labor,
insurance and logistical services for all approved programs.  Stiles’
overhead reimbursement and compensation will be specified in each proposed
budget and subject to approval by Peru SRL.
  - 16 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  9.
              Commitments
      and Contingencies-Cont’d
 
 On
February 28, 2008 the Company entered into an agreement with Michael A. McClave
(the “Consultant”).  Pursuant to this agreement, the Consultant will
provide certain mineral exploration, geological and consulting services to the
Company, as requested from time to time.  Pacific Copper will be
invoiced on a monthly basis for services rendered on the
projects.  Either party can terminate this agreement by giving 30 days
notice with or without cause.
 
 On May
15, 2008, the Company entered into a consulting and professional services
agreement with Jehcorp Inc. (the “Consultant”).  Pursuant to this
agreement, the Consultant agrees to provide and perform for the benefit of the
Company certain expert technical consulting services, specifically including,
but not limited to, the preparation of a Canadian National Instrument43-101
Technical Report (a “NI 43-101 Report”) for various properties owned or
controlled by the Company and its subsidiaries in Peru and Chile.  The
Company will be invoiced on a monthly basis for services rendered and the
Consultant was advanced $5,000.
 
 The
Company, through Pacific LTDA, also executed a letter of intent with
Gareste to acquire its interest in the “Yerbas Buenas” oxide copper property
located 130 km southeast of the city of Copiapo, Atacama Region III,
Chile.  Yerbas Buenas is located roughly 20 km from the El Corral
property.  The letter of intent contemplates that Gareste will receive
2 million shares of the Company at closing in exchange for its interest at
Yerbas Buenas, and a 2% NSR royalty, capped at $6 million, 1% of which can be
repurchased for the sum of $2 million at any time prior to commercial production
As of the date of this report, the Company and Gareste have postponed
performance under this letter of intent due to the current copper market
conditions and general economic decline worldwide.
 
 On June
10, 2008 the Company executed an agreement with Eagle Mapping Ltd. for providing
services for a total consideration payable for $52,200.
 
 On August
14, 2008, the Company entered into a consulting services agreement with Yellow
Rose Ltd., to provide business and financial consulting relating to the European
markets.  The term of this agreement is for a period of 12 months. A
consulting fee of up to $20,000 is billable from the consultant during the term
of this agreement.
 
 On
October 28, 2008, the Company received a cease trade order (the “CTO”) from the
British Columbia Securities Commission (the “BCSC”), the effect of which is
limited to the Province of British Columbia. By its terms, the CTO was issued
for not filing a technical report under Canadian National Instrument 43-101
Standards of Disclosure for
Mineral Projects(“NI 43-101”) with respect to its material copper oxide
projects in Chile after having made public disclosures regarding such
properties.  On May 8, 2009, the BCSC revoked its CTO against the
Company.  In order to comply with BCSC standards, the Company obtained
technical reports under Canadian National Instrument 43-101 Standards of
Disclosure for Mineral Projects (“NI 43-101”) with respect to each of the La
Guanaca, El Corral and La Mofralla and Venapai properties and on May 5, 2009
amended its annual report for the fiscal year ended October 31, 2008 to indicate
that it considers such properties to be material.
  - 17 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
 
 10.
              Related
      Party Transactions
 
 Sixmonth period endedApril
30,
2009
  The
following transactions were undertaken in the normal course of operations and
are measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.
  A)
                During
      the six month period ended April 30, 2009, the Company expensed stock
      based compensation for $96,200 (April 30, 2008: $475,682 to its officers
      and directors) relating to the vesting of the stock options issued in
      years 2007 and 2008 to
a director.
 
 B)
              A
      director of the Company provided consulting geological services to the
      Company and a total of $39,000 (April 30, 2008: $45,000) was expensed to a
      private Company with that director in common.  As of April
      30, 2009, $69,000 was owed to a private
company.
 
 C)
              A
      director of the Company provided consulting services to the Company and a
      total of $45,000 (April 30, 2008: $45,000) was expensed to a private
      company with that director in common.  As of April 30,
      2009, $168,349 was owed to this private company which also includes
      non-reimbursed expenses.
 
 D)
              The
      Company expensed $70,480 (April 30, 2008: $68,479) being the amount
      payable to Kriyah, including benefits charged to the Company, relating to
      compensation payable to the President, CEO, Director and Chairman of the
      Board of Directors of the Company.
 
 E)
              The
      Secretary of the Company is an employee of Kriyah and was paid $14,325
      (April 30, 2008: $9,413) by Kriyah, including payroll burden and benefits
      that was charged to the Company.
 
 F)
              The
      Company expensed $7,000 (April 30, 2008: $5,000) for services rendered to
      the Company by the CFO of the
Company.
 
 G)
              On
      June 1, 2007, the Company entered into an agreement with 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 expensed $67,000 for the six month
      period ended April 30, 2009 and also amortized deferred stock compensation
      expense for $125,000 relating to issue of 1,000,000 restricted shares of
      the Company's common stock that was earned during the six month period
      ended April 30, 2009.
 
 H)
              The
      Company incurred a total of $557,986 to a private Chilean company that
      provides exploration services to the Company in Chile, and has a director
      in common, of which $350,290 was owed at April 30, 2009 with such costs
      recorded as project costs.
  - 18 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  11.
              Deferred
      Stock Compensation
 
 The
Company issued 1,000,000 restricted common shares each to three consultants, for
a total of 3,000,000 common shares valued at $1,500,000.  The Company has
expensed proportionate consulting expenses of $1,479,167 until April 30, 2009
and the balance of $20,833 is reflected as a deferred stock compensation expense
under shareholders’ equity in the balance sheet.
  12.
              Advances
      to a related party
  Advances
to a related party include a net receivable of $nil, after providing a reserve
for doubtful receivable for $197,000, advanced interest free against a demand
promissory notes to the Company related through common directors and
management.  The advance was used to cover common business expenses
between the two companies. The Company opted to create a reserve for $197,000 as
a matter of prudence and caution due to the current unfavorable and challenging
general economic conditions.
  13.
              Advances
      from non-related parties
  On June
20, 2008, the Company received an advance of $246,945 from a non-related party
which bears interest at an annual rate of eight percent and is due and payable
within ninety days from receipt thereof.  The Company received a
further advance of an additional $5,100 on September 30, 2008 from the same
party.  The Company received an additional advance of $100,000 from
this party during the three month period ended January 31, 2009. The total
amount due as of April 30, 2009 is $ 373,519.
  On
February 17, 2009, the Company issued a promissory note (the “War Eagle Note”)
to War Eagle Mining Company, Inc. a Canadian Corporation (“War
Eagle”).  War Eagle and the Company no longer share a common
director.  Under the terms of the War Eagle Note, a total of $100,000
has been advanced; all amounts advanced are due and payable on June 30, 2009
with interest at 15% per annum.  The War Eagle Note was to be secured
by a blanket security interest in all real, personal, and intangible interests
of Pacific Copper associated with each of the La Guanaca, El Corral, La Mofralla
and Venado projects (the Company’s South American oxide copper properties, as
described in this report).  In February 2009, War Eagle notified the
Company that it would not fund the full amounts contemplated in the War Eagle
Note, leaving a funding shortfall of $55,000.  The Company has
notified War Eagle that it considers this failure to fully fund the War Eagle
Note to be a breach, has denied the security interest, and has reserved all of
its legal rights.  The total amount due as of April 30, 2009,
including interest is $103,460.
 
 - 19 -
  PACIFIC
COPPER CORP.
 (AN EXPLORATION STAGE MINING
COMPANY)
 Condensed
Notes to Interim Consolidated Financial Statements
 April 30,
2009
 (Amounts
expressed in US Dollars)
 (Unaudited-Prepared
by Management)
  14.
              Convertible
      note financing transaction
 
 Our
convertible note consisted of the following as of April 30, 2009:
 
 Amount$100,000
      face value, 6% convertible note, due October 31, 2010
                    
                    $
                    43,252
 
 On
October 27, 2008, the Company issued a $100,000 face value, 6% convertible note,
due October 31, 2010.  The principal amount of the note and interest
is payable on October 31, 2010.  While the note is outstanding, the
investor has the option to convert the principal balance and interest, into
conversion units at a conversion price of $0.16 per unit.  Each
conversion unit is convertible into one share of common stock and one warrant to
purchase one share of common stock.  Further, the terms of the
convertible note provide for certain redemption features. If, in the event of
certain defaults on the terms of the note, certain of which are indexed to
equity risks, the holder can accelerate the payment of outstanding principal and
interest.  The financing transaction also provided the holder with
Additional Investment Rights (“AIR”) to purchase up to $800,000 face value
convertible notes under the same terms and conditions as the $100,000
convertible note.
 
 The
Company has evaluated the terms and conditions of the convertible note and the
AIR under the guidance of SFAS No. 133 and EITF No. 00-19.  The
embedded conversion option, indexed to a share of stock and a warrant, does not
meet the conventional convertible exemption.  The warrant element of
the conversion unit does not otherwise fall within the scope of the “indexed to
the company’s own stock” exemption provided in SFAS No. 133 and required
bifurcation.  Further, certain redemption features that are indexed to
equity risks are not clearly and closely related to the host debt
agreement.  Accordingly, a compound embedded derivative was bifurcated
from the contract and has been recorded as a derivative
liability.  Similarly, the AIR embodies similar features that did not
meet equity classification and accordingly derivative liability classification
of the compound feature is also reflected in liabilities.
  - 20 -





PACIFIC
COPPER CORP.


(AN EXPLORATION STAGE MINING
COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)




14.
            Convertible
      note financing transaction-Cont’d





Fair
value of the compound embedded derivative and embedded warrants in the
additional investment right were measured using the Monte Carlo Simulation
technique and in applying this technique the Company was required to develop
certain subjective assumptions.  Information and significant
assumptions embodied in the valuations (including ranges for certain assumptions
during the subject periods that instruments were outstanding) as of the
inception date and October 31, 2008 are illustrated in the following
table:





October 27,
                    2008
                  
                  
                  October 31,
                    2008Conversion
      price
                  
                  $
                  0.29
                  
                  
                  $
                  0.29Volatility
                  
                  
                  78%-84%
                  
                  
                  
                  79%-86%Equivalent
      term (years)
                  
                  
                  3.987
                  
                  
                  
                  3.964Credit-risk
      adjusted yield
                  
                  
                  10.3%-14.0%
                  
                  
                  
                  10.3%-14.0%Interest-risk
      adjusted rate
                  
                  
                  5.0%-5.16%
                  
                  
                  
                  4.8%-5.10%





Since, as
discussed above, the common share element of the conversion option did not
require treatment as derivative financial instruments, the Company was required
to evaluate the feature as potentially embodying a beneficial conversion feature
under EITF No. 98-5 Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios and EITF No. 00-27 Application of Issue No. 98-5 to
Certain Convertible Instruments. A beneficial conversion feature is
present when the fair value of the underlying common share exceeds the effective
conversion price of the conversion option. The effective conversion price is
calculated as the basis in the financing arrangement allocated to the hybrid
convertible debt agreement, divided by the number of shares into which the
instrument is indexed. As a result of this evaluation under the aforementioned
standards, the Company concluded that a beneficial conversion feature was
present in the amount of $5,625 in the $100,000 face value convertible
note.





Discounts
or (premiums) on the convertible notes arise from (i) the allocation of basis to
other instruments issued in the transaction, (ii) fees paid directly to the
creditor and (iii) initial recognition at fair value, which is lower than face
value. Discounts (premiums) are amortized through charges (credits) to interest
expense over the term of the debt agreement. Amortization of debt discounts
(premiums) amounted to ($10,752) during the period for inception to April 30,
2009.





The
derivative liabilities as of April 30, 2009 consisted of the
following:





Derivative Financial Instrument
                  
                  AmountCompound
      Embedded Derivative
                  
                  $
                  6,875Additional
      Investment Right (AIR)
                  
                  
                  55,000$
                  61,875


- 21 -


PACIFIC
COPPER CORP.


(AN EXPLORATION STAGE MINING
COMPANY)


Condensed
Notes to Interim Consolidated Financial Statements


April 30,
2009


(Amounts
expressed in US Dollars)


(Unaudited-Prepared
by Management)





15.
            Project
      expenses




During
the six month period ended April 30, 2009 and April 30, 2008, the Company
incurred project related expenses on the following mineral claims in
Chile:




2009
                    
                    
                    2008Corral
      (Chile)
                    
                    $
                    16,369
                    
                    
                    
                    —Carrera
      Pinto (Chile)
                    
                    $
                    45,023
                    
                    
                    $
                    322,854Carrizal
      (Chile)
                    
                    $
                    82,564
                    
                    
                    $
                    162,513La
      Mofralla (Chile)
                    
                    $
                    3,937
                    
                    
                    $
                    —La
      Guanaca (Chile)
                    
                    $
                    8,406
                    
                    
                    $
                    113,846Cerro
      Blanco (Chile)
                    
                    $
                    —
                    
                    
                    $
                    63,181Venapai
      (Chile)
                    
                    $
                    286,409
                    
                    
                    $
                    —Yerbas
      Buenas (Chile)
                    
                    $
                    236,613
                    
                    
                    $
                    —Don
      Javier (Peru)
                    
                    $
                    —
                    
                    
                    $
                    224,914Mazama
      (USA)
                    
                    $
                    —
                    
                    
                    $
                    12,423Total
                    
                    $
                    679,321
                    
                    
                    $
                    899,731
 The above
expenses include consulting, claims, equipment rentals, contract labor, field
wages, drilling and other project related
expenses.




16.
            General
      and administration expenses





General
and administration expense for the six month period ended April 30,
2009 and April 30, 2008 include the following:




2009
                    
                    
                    2008Non-cash
      compensation expense relating to the issue of options and
      warrants
                    
                    $
                    183,183
                    
                    
                    $
                    492,618Non-cash
      expense relating to the amortization of deferred stock compensation
      relating to issue of stock to consultants
                    
                    $
                    125,000
                    
                    
                    $
                    525,000Legal,
      accounting and audit
                    
                    $
                    117,120
                    
                    
                    $
                    127,324Office,
      payroll and other general expenses
                    
                    $
                    230,620
                    
                    
                    $
                    458,997Total
                    
                    $
                    655,923
                    
                    
                    $
                    1,603,939


17.
            Subsequent
      Events





Subsequent
events not already reported in these financial statements are as
follows:





As of
June 11, 2009 the Company, through its wholly owned subsidiary Pacific Copper
Chile LTDA, entered into a mineral property acquisition agreement with Gareste
Limitada pursuant to which the Company will acquire a 100% interest in the San
Enrique property located in Atacama Region III, Chile (“San Enrique”)consisting of
approximately 100 hectares of exploration concessions. Under the Agreement the
Company is required to issue a total of 7,000,000 shares of its common stock to
Gareste. In addition, the San Enrique property is subject to a 2% net smelter
return royalty delivered at closing, capped at $6,000,000, 50% of which can be
repurchased by Pacific Copper at any time prior to the commencement of
production for $2,000,000. The closing of the purchase, sale and delivery of an
undivided 100% interest in and to the mineral property interests comprising the
Property,  shall occur on July 31, 2009 (the “Closing Date”), or on such
earlier or later Closing Date as may be agreed to in advance by the Parties
hereto. If the Closing has not occurred within 90 calendar days from the
Effective Date, then this Agreement will be terminated and unenforceable unless
the Parties hereto agree in writing to grant an extension of such Closing
Date.





- 22 -




MANAGEMENT'S
DISCUSSION AND ANALYSIS OF


FINANCIAL
CONDITION AND RESULTS OF OPERATION


FOR
THE THREE AND SIX MONTH PERIOD ENDED APRIL 30, 2009





Discussion
of Operations & Financial Condition


Three
and Six month Period ended April 30, 2009




The
Company is in the exploration stage and has not yet realized revenues from any
operations.  The Company has incurred a loss of $1,363,471 during
the six-month period ended April 30, 2009.  This loss includes a non-cash
stock based compensation expense for $129,709 and non-cash compensation
expense for issue of warrants for $ 53,474.  At April 30, 2009,
the Company had an accumulated deficit during the exploration stage of
$15,540,786.  During the year ended October 31, 2008 the Company
raised an additional capital of $1,475,815 (net of offering costs). Further,
during the year ended October 31, 2008 the Company raised an additional $100,000
being subscription for convertible notes (note 14). The Company did not raise
any share capital during the six months ended April 30, 2009. Management's plan
is to continue raising additional funds through future equity or debt financing
until it achieves profitable operations from mineral extraction
activities.





As of the
date of the filing of this report, the Company has very little
cash.  As of the six month period ended April 30, 2009, the Company’s
current liabilities were $1,516,139 while current assets were
$10,942.  Management has taken steps to reduce operating
costs.  These steps include deferral of salaries for senior
management, deferral of payments to consultants and service providers, and
suspension of exploration activities.




Management
anticipates that advances or other financing arrangements, similar to those
provided in the past, may be arranged for through a Director of the Company.
Such historical financings have generally taken the form of unsecured bank loans
or lines of credit, cash advances, advances under promissory notes, and
investments in Company securities or advances under convertible notes. The
Company has also received advances from War Eagle Mining Company, Inc (“War
Eagle”) pursuant to a secured promissory note granted on February 17, 2009
(the “War Eagle Note”).  War Eagle has notified the Company that it
will not honor further funding advances under the War Eagle Note.  The
Company has notified War Eagle that it considers War Eagle to have breached its
obligations under the War Eagle Note.   See Note 13 of the
Company’s financial statements included with this report for a further
description of the War Eagle Note.





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


- 23 -





SELECTED
INFORMATION





Three months ended
                  
                  
                  Three months endedApril 30, 2009
                  
                  
                  April 30, 2008Revenues
                  
                  $
                  Nil
                  
                  
                  $
                  NilNet
      Loss
                  
                  $
                  472,522
                  
                  
                  $
                  1,044,134Loss
      per share-basic and diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.03
                  )





Six months ended
                  
                  
                  Six months endedApril 30, 2009
                  
                  
                  April 30, 2008Revenues
                  
                  $
                  Nil
                  
                  
                  $
                  NilNet
      Loss
                  
                  $
                  1,363,471
                  
                  
                  $
                  8,039,603Loss
      per share-basic and diluted
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.22
                  )





As
      at
                  
                  
                  As
      atApril 30, 2009
                  
                  
                  October 31, 2008Total
      Assets
                  
                  $
                  136,407
                  
                  
                  $
                  476,946Total
      Liabilities
                  
                  $
                  1,559,391
                  
                  
                  $
                  846,424Cash
      dividends declared per share
                  
                  Nil
                  
                  
                  Nil





The total
assets as of April 30, 2009 includes cash and cash equivalents of $4,169,
prepaid expenses of $6,773, capital assets of $124,865 and mining claims for
$600.  The total assets as of October 31, 2008 include cash and cash
equivalents of $110,746, prepaid expenses of $35,157, advance to related party
for $175,000, capital assets of $155,443 and mining claims for
$600.





Revenues





No
revenue was generated by the Company’s operations during the three month and six
month period ended April 30, 2009 and April 30, 2008.





Net
Loss




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


- 24 -


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





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





(a) General and Administrative
Expense





Included
in operating expenses for the six month period ended April 30, 2009 is general
and administrative expense of $655,923, as compared with $1,603,939 for the six
month period ended April 30, 2008.  General and administrative expense
represents approximately 48.02% of the total operating expense for the six month
period ended April 30, 2009. This expense for the six month period ended April
30, 2009 includes professional, consulting, office and general and non cash
compensation expense relating to the issue of options and warrants for $183,183
and non cash expense relating to the amortization of deferred stock compensation
relating to issue of stock to consultants for $125,000.





(b) Project
Expense





Included
in operating expenses for the six month period ended April 30, 2009 is project
expenses of $679,321 as compared with $899,731 for the six month period ended
April 30, 2008.  Project expense represents approximately 49.2 % of
the total operating expense for the six month period ended April 30,
2009.  This expense includes consulting, claims, equipment rentals,
contract labor, field wages, photography and other project related expenses
incurred during the six-month period on mineral claims in Chile.





(c)Mineral
Claims Acquisition Cost Expense





(1)           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.  The Company does not consider either of the mineral
claims acquired in this transaction (as listed below) to be material assets at
this time, but our assessment may change after further work is done on the
properties.  Pursuant to this acquisition the Company acquired
interest in the following mineral claims which were capitalized at $100
each:





Tonalia
(subject to the completion of the formal documentation)


Don
Javier (subject to the completion of formal documentation)


- 25 -





(2)           On
January 8, 2008, Pacific Copper acquired Sociedad Pacific Copper Chile Limitada,
a limited liability partnership organized under the laws of Chile (“Pacific
LTDA”) pursuant to a Share Exchange Agreement entered into as of April 11, 2007
(the “Chile Agreement”), as amended, between the Company and the former partners
of Pacific LTDA.  Pursuant to the Chile Agreement the Company issued
6,088,452 of its common shares (the “Chile Consideration Shares”) to the former
partners of Pacific LTDA as consideration for the acquisition of 99% of Pacific
LTDA.  The 1% minority interest was credited with
$30,750.  As a result of the acquisition, Pacific LTDA became a
subsidiary of the Company.  The Company expensed $3,074,576, relating
to the issue of 6,088,452 common shares calculated at $0.50 per common share and
the allocation of minority interest for $30,750 net of capitalization for $400
for mineral property claims.  Property acquisition costs relating to
the exploration properties are being expensed until the economic viability of
the project is determined and proven and probable reserves quantified.  In
the absence of proven and probable reserves, the Company is unable to allocate
any economic values to the claims. The Company does not consider any of the
mineral claims acquired in the transaction (as listed below) to be material
assets at this time, but our assessment may change after further work is done on
the properties.  Pursuant to this acquisition the Company acquired
interest in the following mineral claims which were capitalized at $100
each:





Carrera
Pinto


Carrizal


Cerro
Blanco


La
Guanaca





(3)           As
of February 27, 2009 Pacific Copper, through its wholly owned subsidiary Pacific
LTDA, entered into a definitive mineral property acquisition agreement (the
“Gareste Agreement”) with Gareste pursuant to which the Company acquired a 100%
interest in the following copper oxide properties located in Atacama Region III,
Chile: the “Venado Property” (also known as the “Venapai Property”) consisting
of approximately 3600 hectares of exploration concessions, located roughly 45
kilometers from the city of Copiapo; the “El Corral Property”, consisting of
approximately 4000 hectares of exploration concessions, located roughly 60
kilometers from the city of Copiapo; and the adjacent “La Mofralla Property”,
consisting of approximately 250 hectares of exploration concessions also located
roughly 60 kilometers from the City of Copiapo.  These properties were
subject to separate letters of intent entered into during July and October of
2008, as previously disclosed.





Under the
Gareste Agreement the Company is required to issue a total of 5,000,000 shares
of its common stock to Gareste, allocable as follows: 2,000,000 shares of common
stock as consideration for the Venado Property, 2,000,000 shares of common stock
as consideration for the El Corral Property and 1,000,000 shares of common stock
as consideration for the La Mofralla Property.  In addition, the
Venado Property is subject to a 2% net smelter return royalty, capped at
$10,000,000, 50% of which can be repurchased by Pacific Copper at any time prior
to the commencement of production for $3,000,000, and the El Corral Property is
subject to a 2% net smelter return royalty, capped at $10,000,000, 50% of which
can be repurchased by Pacific Copper at any time prior to the commencement of
production for $2,000,000.  As of the date of this report, title to
the properties has been transferred to Pacific LTDA and the closing is in
process.





Liquidity
and Capital Resources





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





April 30, 2009
                  
                  
                  April 30, 2008Cash
      and cash equivalents
                  
                  $
                  4,169
                  
                  
                  $
                  594,505Cash
      used in operating activities
                  
                  $
                  (238,375
                  )
                  
                  $
                  (1,716,612
                  )Cash
      used in investing activities
                  
                  $
                  Nil
                  
                  
                  $
                  (159,244
                  )Cash
      provided by financing activities
                  
                  $
                  130,000
                  
                  
                  $
                  852,650Working
      capital (deficit)
                  
                  $
                  (1,505,197
                  )
                  
                  $
                  540,560





As at
April 30, 2009 the Company had a working capital deficit of $1,505,197. During
the six-month period ended April 30, 2009, the Company did not spend any funds
in investment activity. The Plant and Equipment as of April 30, 2009 is
$124,865.


- 26 -





Critical
Accounting Policies





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





Acquisition, Exploration and
Evaluation Expenditures





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




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





Off-Balance
Sheet Arrangement





The
Company had no off- balance sheet arrangements as of April 30, 2009 and April
30, 2008.





Contractual
Obligations and Commercial Commitments





On June
1, 2007, the Company entered into an agreement with Sweetwater Capital
Corporation, a private company with a director in common with the Company
(“Sweetwater”) for a term of 24 months to provide financial public relations,
business promotion, business growth and development consulting services,
including consultation regarding mergers and acquisitions, and general business
consultation.  The Company will pay Sweetwater $4,000 per month plus
1,000,000 restricted shares of the Company's common stock 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 April
19, 2007, the Company executed an agreement dated as of April 11, 2007 with
David Hackman, a director of the Company, on behalf of a corporation to be
formed in Peru which, prior to closing, would then own certain mineral claims
located in Peru.  On December 17, 2007, Pacific Copper completed the
acquisition of Peru SRL, pursuant to the Share Exchange Agreement among the
Company, Peru SRL and the former partners of Peru SRL dated as of April 11,
2007. As of the date of this report, the 4,850,000 shares of the Company’s
common stock issued in connection with the closing of this transaction are held
in escrow subject to the satisfaction of certain post-closing
conditions.


- 27 -





On April
19, 2007 the Company executed an agreement dated as of April 11, 2007 with
Harold Gardner, a director of the Company, on behalf of a corporation to be
formed in Chile which, prior to closing, would then own certain mineral claims
located in Chile.  On January 8, 2008, Pacific Copper acquired Pacific
LTDA pursuant to a Share Exchange Agreement entered into as of April 11, 2007
between the Company and the former partners of Pacific LTDA. As of the date of
this report, the 6,088,452 shares of the Company’s common stock issued in
connection with the closing of this transaction are held in escrow subject to
the satisfaction of certain post-closing conditions.





On August
9, 2007 the Company and Andrew A. Brodkey executed an employment agreement
pursuant to which the Company retained Mr. Brodkey as President and Chief
Executive Officer.  The Employment Agreement has a two-year term that
commenced on August 1, 2007 and will continue until August 1, 2009 unless
terminated earlier pursuant to the terms of the Employment
Agreement.  Mr. Brodkey’s base salary is $132,000 per
year.  Upon certain events of termination Mr. Brodkey would be
entitled to a maximum of one year’s salary as a severance
payment.  Under the employment agreement, Mr. Brodkey is permitted to
pursue other business opportunities.





On August
14, 2008, the Company entered into a consulting services agreement with Yellow
Rose Ltd., to provide business and financial consulting relating to the European
markets.  The term of this agreement is for a period of 12 months.
Consulting fee of up to $20,000 is billable from the consultant during the term
of this agreement.





On August
22, 2007 the Company entered into an agreement with Kriyah for the performance
of certain administrative and management services.   The
Kriyah Agreement has an initial term of two years and is then automatically
renewable.  Either party may terminate the Kriyah Agreement upon 60 days
prior written notice.  Under the Kriyah Agreement, Kriyah received an
initial payment of $57,504 and will receive payments of $4000 each month
thereafter.  Commencing in January of 2009, this amount was reduced to
$2500 per month, and as of March, 2009, to $250 per month.  In order
to facilitate the retaining of Kriyah, the Company guaranteed a lease agreement
for the office space used by Kriyah in Tucson, Arizona.  The Company’s
maximum obligation under the lease guarantee, as of April 30, 2009, is $212,774
in the event of a lease default with full acceleration of rent. The lease which
was executed by War Eagle (a related Company when the lease was executed) as
Lessee, is now in default and Kriyah subsequently moved its office location. The
lease is also guaranteed by Zoro Mining Corp. (a related
Company).  Kriyah’s Manager, Andrew A. Brodkey, is also the President
and CEO of the Company. The potential liability as a result of this default is
not determinable at this time. Expense, if any, will be recorded in the period
in which any liability becomes known.





On
September 1, 2007, the Company entered into a Payroll Service Agreement with
Kriyah 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 provided certain mineral
exploration, analytical and consulting services to the Company, as requested
from time to time, with respect t the Company’s South American
projects.  This contract expired on February 16, 2009.The Company
remains obligated for the payment of an aggregate of $89,212 of unpaid invoices
under this contract.





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


- 28 -


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





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





On
February 28, 2008 the Company entered into an agreement with Michael A. McClave
(“McClave”).  Pursuant to this agreement, McClave will provide certain
mineral exploration, geological and consulting services to the Company, as
requested from time to time.  Pacific Copper will be invoiced on a
monthly basis for services rendered on the projects.  Either party may
terminate this agreement by giving 30 days notice with or without
cause.





On May
15, 2008, the Company entered into a consulting and professional services
agreement with Jehcorp Inc. (the “Consultant”).  Pursuant to this
agreement, the Consultant agrees to provide and perform for the benefit of the
Company certain expert technical consulting services, specifically including,
but not limited to, the preparation of a Canadian National Instrument NI-43-101
Technical Report for various properties owned or controlled by the Company and
its subsidiaries in Peru and Chile.  The Company will be invoiced on a
monthly basis for services rendered and the Consultant was advanced
$5,000.





The
Company, through Pacific LTDA, also executed a letter of intent with
Gareste acquire its interest in the “Yerbas Buenas” oxide copper property
located 130 km southeast of the city of Copiapo, Atacama Region III,
Chile.  Yerbas Buenas is located roughly 20 km from the El Corral
property.  Gareste will receive 2 million shares of the Company at
closing in exchange for its interest at Yerbas Buenas, and a 2% NSR royalty,
capped at $6 million, 1% of which can be repurchased for the sum of $2 million
at any time prior to commercial production. As of the date of this report, the
Company and Gareste have postponed performance under this letter of intent due
to the current copper market conditions and general economic decline
worldwide.





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





On
October 28, 2008, the Company received a cease trade order (the “CTO”) from the
British Columbia Securities Commission (the “BCSC”), the effect of which is
limited to the Province of British Columbia. By its terms, the CTO was issued
for not filing a technical report under Canadian National Instrument 43-101
Standards of Disclosure for
Mineral Projects(“NI 43-101”) with respect to its material copper oxide
projects in Chile after having made public disclosures regarding such
properties.  On May 8, 2009, the BCSC revoked its CTO against the
Company.  In order to comply with BCSC standards, the Company obtained
technical reports under Canadian National Instrument 43-101 Standards of
Disclosure for Mineral Projects (“NI 43-101”) with respect to each of the La
Guanaca, El Corral and La Mofralla and Venapi properties and amended its annual
report for the fiscal year ended October 31, 2008 to indicate that it considers
such properties to be material.


- 29 -





Subsequent
Events





As of
June 11, 2009, the Company, through its wholly owned subsidiary Pacific Copper
Chile LTDA, entered into a mineral property acquisition agreement with Gareste
Limitada pursuant to which the Company will acquire a 100% interest in
the San Enrique property located in Atacama Region III,
Chile (“San Enrique”)consisting of approximately 100 hectares of exploration concessions.
Under the Agreement the Company is required to issue a total of 7,000,000 shares
of its common stock to Gareste. In addition, the San Enrique property is subject
to a 2% net smelter return royalty delivered at closing, capped at $6,000,000,
50% of which can be repurchased by Pacific Copper at any time prior to the
commencement of production for $2,000,000. The closing of the purchase, sale and
delivery of an undivided 100% interest in and to the mineral property interests
comprising the Property,  shall occur on July 31, 2009 (the “Closing Date”), or on such
earlier or later Closing Date as may be agreed to in advance by the Parties
hereto. If the Closing has not occurred within 90 calendar days from the
Effective Date, then this Agreement will be terminated and unenforceable unless
the Parties hereto agree in writing to grant an extension of such Closing
Date.




RISK
FACTORS




1.
            WE
      DO NOT HAVE ADEQUATE CASH ON HAND TO MEET CURRENT
    OBLIGATIONS




As of the
date of the filing of this report, the Company has very little
cash.  As of the quarter ended April 30, 2009, the Company’s current
liabilities were $1,516,139while current assets were
$10,942.  Management has taken steps to reduce operating costs and has
obtained short-term financing, in part through the issuance of a secured
promissory note in the amount of $175,000 of which $100,000 has been received,
and which must be repaid with interest on June 30, 2009.There is no guarantee
that additional funds will be available from this lender or from any other
source. As a result of current general economic conditions, the Company’s
ability to attract investment and/or obtain financing is extremely
limited.  If we fail to obtain financing, the Company will be forced
to cease doing business.





2.
            SUBSTANTIAL
      PORTIONS OF OUR SOUTH AMERICAN COPPER OXIDE EXPLORATION PROPERTY ASSETS
      HAVE BEEN PLEDGED TO SECURE A SHORT-TERM NOTE AND COULD BE LOST IF WE
      CANNOT REPAY THE NOTE





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





3.
            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


- 30 -





§     raising
capital to develop our properties.





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





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





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





5.
            THE
      COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND
      DIRECTORS.  BECAUSE OF THEIR INVOLVEMENT IN OTHER SIMILAR
      BUSINESSES WHICH MAY BE COMPETITORS, THEY MAY HAVE A CONFLICT OF
      INTEREST.





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





6.
            THE
      COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
  DELAYS.





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





7.
            RISKS
      ASSOCIATED WITH PROPERTIES IN SOUTH
AMERICA





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


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8.
            OUR
      PLANNED MINERAL EXPLORATION EFFORTS ARE HIGHLY SPECULATIVE; WE HAVE NOT
      YET ESTABLISHED ANY PROVEN OR PROBABLE
RESERVES.




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





9.
            MINING
      OPERATIONS IN GENERAL INVOLVE  A HIGH DEGREE OF RISK, WHICH WE
      MAY BE UNABLE, OR MAY NOT CHOOSE  TO INSURE
    AGAINST.





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





10.
            BECAUSE
      OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
      THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR
      BUSINESS.





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




11.
            GOING
      CONCERN QUALIFICATION




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





12.
            OUR
      BUSINESS IS AFFECTED BY CHANGES IN COMMODITY
  PRICES.





Our
ability to develop our mineral properties and the future profitability of the
Company is directly related to the market price of certain minerals. The Company
is negatively affected by the current decline in commodity prices.





13.
            OUR
      COMMON STOCK IS A PENNY STOCK.





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


- 32 -


DISCLOSURE
AND FINANCIAL CONTROLS AND PROCEDURES




Based on
an evaluation our Chief Executive Officer and Chief Financial Officer conducted,
of the effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15(e) they concluded that our
disclosure controls and procedures were effective as of April 30, 2009, to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act are:




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




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




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




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




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




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




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




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




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




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




During
the quarter ended April 30, 2009, there have been no changes to the Company’s
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.


- 33 -





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.





On
October 28, 2008, the Company received a cease trade order (the “CTO”) from the
British Columbia Securities Commission (the “BCSC”), the effect of which is
limited to the Province of British Columbia. By its terms, the CTO was issued
for not filing a technical report under Canadian National Instrument 43-101
Standards of Disclosure for
Mineral Projects(“NI 43-101”) with respect to its material copper oxide
projects in Chile after having made public disclosures regarding such
properties.  On May 8, 2009, the BCSC revoked its CTO against the
Company.  In order to comply with BCSC standards, the Company obtained
technical reports under Canadian National Instrument 43-101 Standards of
Disclosure for Mineral Projects (“NI 43-101”) with respect to each of the La
Guanaca, El Corral and La Mofralla and Venapi properties and amended its annual
report for the fiscal year ended October 31, 2008 to indicate that it considers
such properties to be material.





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





None





ITEM
      3:
            DEFAULTS
      UPON SENIOR SECURITIES:





None.





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





None.





ITEM
      5:
            OTHER
      INFORMATION:





ITEM
      6:
            EXHIBITS
      & REPORTS ON FORM 8-K





(a)
              
              10.1
              
              Mineral
      Property, Acquisition Agreement between Gareste Limitada and Pacific
      Copper Chile Limitada dated as of June 11, 2009.(b)
              
              31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer.31.2
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32.1
              
              Certificate
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





(c)
              
              In
      addition, the following reports are incorporated herein by
      reference:Current
      report on Form 8-K, “Item 8.01-Other Events”, dated May 19,
      2009.


- 34 -





SIGNATURE





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





Dated:  June
      12, 2009
              /s/
              Jodi HendersonSecretary


- 35 -