**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB/A**





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      QUARTERLY PERIOD ENDED January 31, 2007





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      TRANSITION PERIOD FROM ________ TO __________





Commission
      File Number 000-52495





PACIFIC
      COPPER CORP.


(Exact
      name of registrant as specified in its charter)


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





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


(Address
      of principal executive offices) (Zip Code)





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





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





YES
o    NO x





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





YES
o    NO x





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





Class
            Outstanding
                As of January 31,
                2007Common
                Shares $ .0001 par
                value
            17,975,932





Transitional
      Small Business Disclosure Format


YES
o    NO x











**EXPLANATORY
      NOTE**





Pursuant
      to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), Pacific Copper Corp. hereby amends its Quarterly Report on Form 10-QSB,
      filed on March 13, 2007 (for the fiscal quarter ended on January 31, 2007)
      to
      include the disclosure, on the cover page hereto, that it is not a shell company
      as defined by Rule 12b-2 of the Exchange Act and to include the certificates
      required by the Sarbanes-Oxley Act of 2002. Item 6 of Part II of Form 10-QSB
      is
      being included to list the exhibits attached hereto. All information
      contained in this amendment is as of March 13, 2007, the filing date of our
      original Quarterly Report on Form 10-QSB. This Amendment No. 1 on Form 10-QSB/A
      does not change our previously reported financial statements and other financial
      disclosures.





Items
      included in the original Quarterly Report on Form 10-QSB that are not included
      herein are not amended and remain in effect as of the date of the original
      filing. Additionally, this Form 10-QSB/A does not purport to provide an update
      or a discussion of any other developments subsequent to the original filing.





**PART
      II: OTHER INFORMATION**





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





Exhibits





(a)
            31.1
                Certification of Chief Executive Officer.31.2
                Certification of Chief Financial Officer.32.1
              Certificate of Chief Executive Officer and Chief Financial
              Officer.





**SIGNATURE**





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




Dated:
              April 17, 2007
            
            /s/
              Stafford KelleyStafford
              Kelley, Secretary