Pacific Copper 10Q 2009 Q2 Quarterly report

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)			2

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			3

Interim Consolidated Statements of Changes in Stockholders' Equity for the six months ended

April 30, 2009 and from Inception (May 18, 1999) to April 30, 2009.			4

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.			5

Condensed 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)
	$			$
ASSETS
Current
Cash and cash equivalents		4,169			110,746
Prepaid expenses and other receivables		6,773			35,157
Advances to a related party (note12)		—			175,000
Total Current Assets		10,942			320,903
Plant and Equipment, net (note 4)		124,865			155,443
Mining claims (note 8)		600			600

Total Assets		136,407			476,946

LIABILITIES
Current
Accounts payable		368,671			297,370
Accrued liabilities		20,975			85,852
Due to related parties (note 10)		587,639			—
Derivative financial instrument (note14)		61,875			101,250
Advances from non-related parties (note13)		476,979			259,244
Advances from related party (note10)		—			70,000

Total Current Liabilities		1,516,139			813,716
Convertible note (note14)		43,252			32,708
Total Liabilities		1,559,391			846,424
Minority Interest (note 3)		54,934			54,950

Going Concern (note 2)
Commitments and Contingencies (note 9)
Related Party Transactions (note 10)

STOCKHOLDERS' DEFICIENCY
Capital 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, 44,561,600 issued and outstanding (October 31, 2008 - 44,561,600)		4,456			4,456
Additional Paid-in Capital		14,076,383			13,893,200
Deferred stock compensation (note 11)		(20,833	)		(145,833	)
Accumulated other comprehensive income		2,862			1,064
Deficit 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 the
				six months			six months			three months			three months
	Cumulative			ended			ended			ended			ended
	since			April 30,			April 30,			April 30,			April 30,
	inception			2009			2008			2009			2008

	$			$			$			$			$

Operating Expenses

General and administration (note 16)		5,075,269			655,923			1,603,939			313,380			843,551
Project expenses (note 15)		4,878,777			679,321			899,731			187,758			193,068
Mineral claims acquisition
cost expense (note 8)		5,523,871			—			5,523,871			—			—
Amortization		73,236			30,578			12,321			15,289			7,774

Total Operating Expenses		15,551,153			1,365,822			8,039,862			516,427			1,044,393

Loss 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)-Derivative
Financial 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			—			259

Net 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			Accumulated
															Accumulated			Other
	Common Stock					Additional			Deferred			Stock			during the			Comprehensive		Total			Comprehensive
						Paid-in			Stock			Subscription			Exploration			Income		Stockholders’			Income
	Number			Amount		Capital			Compensation			Receivable			Stage			(Loss)		Equity			(loss)
	of Shares			$		$			$			$			$			$		$			$

Common stock issued on inception		1					1														1
Common shares issued for nil consideration		7,605,932			761		(761	)								—					—
Cancelled shares		(1	)		—		(1	)													(1	)
Contributed Services							8,743														8,743
Net Loss for the period from inception (May 18, 1999) through October 31, 2004							—									(8,743	)				(8,743
Balance, October 31, 2004		7,605,932			761		7,982			—						(8,743	)				—
Contributed Services							1,178														1,178
Net Loss							—									(1,178	)				(1,178
Balance October 31, 2005		7,605,932			761		9,160			—						(9,921	)				—
Common shares issued for cash		4,710,000			471		470,529									—					471,000
Common shares issued for acquisition of interests in mineral claims		5,000,000			500		499,500														500,000
Net Loss		—			—		—									(647,453	)				(647,453

Balance, October 31, 2006 (audited)		17,315,932			1,732		979,189			—						(657,374	)				323,547
Common shares issued for cash		660,000			66		65,934														66,000
Common shares issued for cash		2,000,000			200		199,800														200,000
Common shares issued for cash		4,520,000			452		2,259,548														2,260,000
Stock subscription received							30,000														30,000
Stock 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														795,000
Common shares issued for services		3,000,000			300		1,499,700			(1,062,499	)										437,501
Stock based compensation							294,574														294,574
Compensation expense on issue of warrants							21,093														21,093
Stock Issuance cost							(43,750	)													(43,750	)
Net Loss		—			—		—									(2,940,779	)				(2,940,779
Balance October 31, 2007 (audited)		29,145,932			2,915		6,028,123			(1,062,499	)					(3,598,153	)				1,370,386
Common stock issued on acquisition of Peru subsidiary		4,850,000			485		2,424,515														2,425,000
Common stock issued on acquisition of Chile subsidiary		6,088,452			608		3,043,617														3,044,225
Common shares issued for cash (net)		3,157,143			316		1,027,334						(175,000	)							852,650
Common shares issued for cash (net)		743,572			75		246,805														246,880
Stock subscription received													175,000								175,000
Common shares issued for cash (net) Stock based compensation		576,501			57		201,228 679,971			—						—					201,285 679,971
Compensation expense on issue of warrants		—			—		235,982			—						—					235,982
Amortization of deferred stock compensation										916,666											916,666
Beneficial conversion feature of the convertible note financing transaction		—			—		5,625			—						—					5,625
Foreign currency translation																			1,064		1,064			1,064
Net 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														129,709

Compensation expense on issue of warrants							53,474														53,474

Amortization of deferred stock compensation										125,000											125,000
Foreign currency translation																			1,798		1,798			1,798

Net 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)

	Cumulative
	Since			April 30,			April 30,
	Inception			2009			2008
Cash Flows from Operating Activities
Net Loss		(15,540,786	)		(1,363,471	)		(8,039,603	)
Adjustment for:
Amortization		73,236			30,578			12,321
Stock based compensation		1,104,254			129,709			439,144
Compensation expense on issue of warrants		310,549			53,474			53,474
Expenses credited to Additional Paid-in Capital		9,921			—			—
Shares issued for mineral claims		5,969,225			—			5,469,225
Amortization of deferred stock compensation		1,479,167			125,000			525,000
Interest 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 capital
Prepaid 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	)		101,758
Due to related parties		587,639			587,639
Minority Interest		54,934			(16	)		55,046

Net cash used in operating activities		(5,533,302	)		(238,375	)		(1,716,612	)

Cash Flows from Investing Activities
Acquisition 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 Activities
Issuance of common shares for cash (net)		5,181,265			—			852,650
Advances from non-related parties		452,045			130,000			—
Convertible notes		100,000			—			—

Net cash provided by financing activities		5,733,310			130,000			852,650

Effect of foreign currency exchange rate changes		2,862			1,798			367
Net increase (decrease) in Cash and Cash equivalents		4,169			(106,577	)		(1,022,839	)
Cash- beginning of period		—			110,746			1,617,344

Cash - end of period		4,169			4,169			594,505

Supplemental Cash Flow Information
Interest 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 method
Office furniture and fixtures	20	%	declining balance method
Operating equipment	30	%	declining balance method

	April 30, 2009				October 31, 2008

			Accumulated				Accumulated
	Cost		Depreciation		Cost		Depreciation
	$		$		$		$

Office, furniture and fixtures		386		171		386		132
Computer equipment		6,529		2,701		6,529		1,790
Operating equipment		191,185		70,363		191,185		40,735

		198,100		73,235		198,100		42,657

Net 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 months ended July 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 months ended October 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.

Six months ended April 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

No warrants were issued during the six month period ended April 30, 2009.

	Number of Warrants Granted		Exercise Prices		Expiry Date
			$
Outstanding at October 31, 2007 and average exercise price		4,318,100		0.70
Granted in year 2008		1,623,571		0.50	4/30/2010
Granted in year 2008		175,857		0.50	6/6/2010
Granted in year 2008		208,928		0.50	7/30/2010
Granted in year 2008		253,248		0.50	9/12/2010
Granted in year 2008		500,000		0.50	9/23/2013
Granted in year 2008		35,000		0.50	10/24/2010
Outstanding at October 31, 2008 and average exercise price		7,114,704		0.62

Granted in year 2009		—		—

Expired in year 2009		3,085,000		0.75

Expired in year 2009		233,100		0.50
Outstanding at April 30, 2009 and 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:

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.

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.

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.

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 the six month period ended April 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-Sep
	2007			2007			2007			2007			2008			2008			2008			2008			Total

Risk 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 years
Exercise price	$	0.50		$	0.50		$	0.50		$	0.51		$	0.40		$	0.50		$	0.35		$	0.50
Total number of options granted		1,750,000			250,000			1,700,000			650,000			250,000			490,000			200,000			50,000			5,340,000
Total 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		$	0.13
Stock-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		$	129,709
Unexpended 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

Six month period ended April 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.

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.

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.

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.

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.

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.

The Company expensed $7,000 (April 30, 2008: $5,000) for services rendered to the Company by the CFO of the Company.

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.

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, 2008
Conversion price	$	0.29	$	0.29
Volatility		78%-84%		79%-86%
Equivalent term (years)		3.987		3.964
Credit-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	Amount
Compound Embedded Derivative	$	6,875
Additional Investment Right (AIR)		55,000
	$	61,875

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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		2008
Corral (Chile)	$	16,369		—
Carrera Pinto (Chile)	$	45,023	$	322,854
Carrizal (Chile)	$	82,564	$	162,513
La Mofralla (Chile)	$	3,937	$	—
La Guanaca (Chile)	$	8,406	$	113,846
Cerro Blanco (Chile)	$	—	$	63,181
Venapai (Chile)	$	286,409	$	—
Yerbas Buenas (Chile)	$	236,613	$	—
Don Javier (Peru)	$	—	$	224,914
Mazama (USA)	$	—	$	12,423
Total	$	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		2008
Non-cash compensation expense relating to the issue of options and warrants	$	183,183	$	492,618
Non-cash expense relating to the amortization of deferred stock compensation relating to issue of stock to consultants	$	125,000	$	525,000
Legal, accounting and audit	$	117,120	$	127,324
Office, payroll and other general expenses	$	230,620	$	458,997
Total	$	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.

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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.

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SELECTED INFORMATION

	Three months ended			Three months ended
	April 30, 2009			April 30, 2008

Revenues	$	Nil		$	Nil
Net Loss	$	472,522		$	1,044,134
Loss per share-basic and diluted	$	(0.01	)	$	(0.03	)

	Six months ended			Six months ended
	April 30, 2009			April 30, 2008

Revenues	$	Nil		$	Nil
Net Loss	$	1,363,471		$	8,039,603
Loss per share-basic and diluted	$	(0.03	)	$	(0.22	)

	As at		As at
	April 30, 2009		October 31, 2008

Total Assets	$	136,407	$	476,946
Total Liabilities	$	1,559,391	$	846,424
Cash 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.

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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.

(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)

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(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.

Liquidity and Capital Resources

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

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

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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.

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

- 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 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 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.

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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.

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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.

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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:

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

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.

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PART II: OTHER INFORMATION

ITEM 1:

LEGAL PROCEEDINGS:

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

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.

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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 Henderson
		Secretary

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Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Avg

Pacific Copper (PPFP) Inactive 10-Q2009 Q2 Quarterly report

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