UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington, D.C. 20549~~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 ~~July~~January 31, ~~2010~~2011

Commission file number 000-52495

PACIFIC COPPER CORP.~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)


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

3040 N. Campbell Avenue, Suite 110, Tucson, Arizona 85719
(Address of principal executive offices including zip code)

(520) 989-0221; FAX (520) 623-3326 ~~(Registrant’s telephone number including area code)~~

(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 ~~[x] No [ ]~~

þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~[ ] No [ ]~~

o 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 [x]~~ (Do not check if a smaller reporting company) Smaller reporting company þ

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

o No þ

The number of shares of registrant’'s common stock outstanding as of ~~September~~February 1628, ~~2010~~2011 was 49,861,600.

~~PART~~PACIFIC ICOPPER –CORP. ~~FINANCIAL~~ (AN ~~INFORMATION~~EXPLORATION STAGE MINING COMPANY) (Unaudited- Prepared by Management)

~~ITEM~~INTERIM 1.CONSOLIDATED FINANCIAL STATEMENTS

~~PACIFIC~~JANUARY ~~COPPER~~31, ~~CORP.(AN EXPLORATION STAGE MINING COMPANY) (Unaudited- Prepared by Management)~~2011

~~INTERIM~~(Amounts ~~CONSOLIDATED~~expressed ~~FINANCIAL~~in ~~STATEMENTS~~US Dollars)

~~JULY 31, 2010~~(Unaudited)

~~(Amounts expressed in US Dollars)~~ CONTENTS

(Unaudited)

Interim Consolidated Balance Sheets as of January 31, 2011 (unaudited) and October 31, 2010 (audited)	2
Interim Consolidated Statements of Operations for the three months ended January 31, 2011 and January 31, 2010 and the period from Inception (May 18, 1999) to January 31, 2011	3
Interim Consolidated Statements of Changes in Stockholders' Equity for the three months ended
January 31, 2011 and from Inception (May 18, 1999) to January 31, 2011.	4-5
Interim Consolidated Statements of Cash Flows for the three months ended January 31, 2011 and January 31, 2010 and from Inception (May 18, 1999) to January 31, 2011.	6
Condensed Notes to Interim Consolidated Financial Statements	7-22

~~CONTENTS~~PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY)
Interim Consolidated Balance Sheets as at
January 31, 2011 and October 31, 2010
(Amounts expressed in US Dollars)
(Unaudited - Prepared by Management)

Interim Consolidated Balance Sheets as of July 31, 2010 (unaudited) and October 31, 2009 (audited)	2
	January 31, 2011 (unaudited)		October 31, 2010 (audited)
Interim Consolidated Statements of Operations for the nine months and three months ended July 31, 2010 and July 31, 2009 and the period from Inception (May 18, 1999) to July 31, 2010	3
	$		$
Interim Consolidated Statements of Changes in Stockholders' Equity for the nine months ended July 31, 2010 and from Inception (May 18, 1999) to July 31, 2010.	4
ASSETS
Interim Consolidated Statements of Cash Flows for the nine months ended July 31, 2010 and July 31, 2009 and from Inception (May 18, 1999) to July 31, 2010.	5
Current
Condensed Notes to Interim Consolidated Financial Statements	6
Cash	3,431			5,569
Deferred financing costs	1,133			1,711
Advances to related parties (note 12)	22,100			15,000
Total Current Assets	26,664			22,280
Plant and Equipment, net (note 4)	70,486			76,197
Mining claims (note 8)	900			900
Total Assets	98,050			99,377
LIABILITIES
Current
Accounts payable	729,252			706,949
Accrued liabilities	51,034			50,867
Due to related parties (note 10)	1,673,863			1,508,726
Derivative financial instrument (note 14)	625			625
Advances from non-related parties (note 13)	616,349			602,571
Convertible notes (note 14)	248,247			232,616
Total Liabilities	3,319,370			3,102,354
Going Concern (note 2)
Commitments and Contingencies (note 9)
Related Party Transactions (note 10) Subsequent Events (note 16)
STOCKHOLDERS' DEFICIENCY
Capital Stock (note 5)
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, Nil issued and outstanding (2010 - nil)	-			-
Common stock, $0.0001 par value, 200,000,000 shares authorized, 49,861,600 issued and outstanding (October 31,2010 -49,861,600)		4,986		4,986
Additional Paid-in Capital	15,150,907			15,150,907
Deferred stock compensation (note 11)	(16,583)			(20,333)
Accumulated Other Comprehensive Income	2,825			2,825
Deficit Accumulated During the Exploration Stage	(18,418,521)			(18,196,428)
Total Pacific Copper Stockholders' Deficiency	(3,276,386)			(3,058,043)
Non-controlling Interest	55,066			55,066
Total Stockholders' Deficiency	(3,221,320)			(3,002,977)
Total Liabilities and Stockholders' Deficiency	98,050			99,377

~~PACIFIC~~See ~~COPPER~~condensed ~~CORP.~~notes ~~(AN~~to ~~EXPLORATION~~the ~~STAGE~~interim ~~MINING~~consolidated ~~COMPANY)~~financial ~~Interim Consolidated Balance Sheets as at July 31, 2010 and October 31, 2009 (Amounts expressed in US Dollars) (Unaudited – Prepared by Management)~~statements

	July 31,		October 31,
	2010		2009
	$		$
ASSETS
Current
Cash	8,512		9,349
Prepaid expenses and other receivables	-		5,782
Deferred financing costs	2,289		4,023
Advances to a related party (note12)	20,000		36,000
Total Current Assets	30,801		55,154
Plant and Equipment, net (note 4)	84,371		108,894
Mining claims (note 8)	900		900
Total Assets	116,072		164,948
LIABILITIES
Current
Accounts payable	663,381		350,832
Accrued liabilities	47,686		84,208
Due to related parties (note 10)	1,393,848		1,055,033
Derivative financial instrument (note14)	23,125		23,125
Advances from non-related party (note13)	589,392		525,139
Convertible notes (note 14)	205,684		-
Total Current Liabilities	2,923,116		2,038,337
Convertible notes (note14)	-		142,119
Total Liabilities	2,923,116		2,180,456
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, 2009 - nil)	-		-
Common stock, $0.0001 par value, 200,000,000 shares authorized, 49,861,600 issued and outstanding (October 31, 2009 - 49,561,600)	4,986		4,956
Additional Paid-in Capital	15,150,428		15,092,695
Deferred stock compensation (note 11)	(24,083	)	-
Accumulated other comprehensive income	2,797		2,913
Non-controlling Interest	54,768		54,834
Deficit Accumulated During the Exploration Stage	(17,995,940	)	(17,170,906	)
Total Deficiency	(2,807,044	)	(2,015,508	)
Total Liabilities and Deficiency	116,072		164,948

- 2 -

~~See~~PACIFIC ~~condensed~~COPPER ~~notes~~CORP. to (AN ~~the~~EXPLORATION ~~unaudited~~STAGE ~~interim~~MINING ~~consolidated~~COMPANY) ~~financial statements~~
Interim Consolidated Statements of Operations
For the three months ended January 31, 2011 and January 31, 2010 and the
Period from Inception (May 18, 1999) to January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited - Prepared by Management)

	Cumulative since inception $	For the three months ended January 31, 2011 $	For the three months ended January 31, 2010 $
Operating Expenses
General and administration	6,077,402	55,800	142,143
Project expenses	5,726,218	125,912	107,950
Mineral claims acquisition cost expense (note 8)	6,273,571	-	-
Amortization	127,615	5,711	8,174
Total Operating Expenses	18,204,806	187,423	258,267
Loss from Operations	(18,204,806)	(187,423)	(258,267)
Other income-Interest	54,508	-	-
Other expense-Interest	(330,031)	(34,670)	(47,823)
Other income-Derivative Financial Instrument	61,250	-	-
Loss before Income Taxes	(18,419,079)	(222,093)	(306,090)
Provision for income taxes	-	-	-
Net Loss	(18,419,079)	(222,093)	(306,090)
Net Loss attributable to Non-controlling interests	558	-	61
Net Loss attributable to Pacific Copper Corp . Stockholders	( 18,418,521)	(222,093)	(306,029)
Loss per share-Basic and Diluted		(0.00)	(0.01)
Weighted Average Common Shares Outstanding		49,861,600	49,561,600

~~PACIFIC~~See ~~COPPER~~condensed ~~CORP.~~notes ~~(AN~~to ~~EXPLORATION STAGE MINING COMPANY) Interim Consolidated Statements of Operations For~~ the ~~nine~~interim ~~months~~consolidated ~~and~~financial ~~three months ended July 31, 2010 and July 31, 2009 and the Period from Inception (May 18, 1999) to July 31, 2010 (Amounts expressed in US Dollars) (Unaudited – Prepared by Management)~~statements

			For the		For the		For the		For the
			nine months		nine months		three months		three months
	Cumulative		ended		ended		ended		ended
	since		July 31,		July 31,		July 31,		July 31,
	inception		2010		2009		2010		2009
	$		$		$		$		$
Operating Expenses
General and administration (note 16)	5,941,489		336,023		965,156		63,773		309,233
Project expenses (note 15)	5,526,803		341,242		862,969		114,568		183,648
Mineral claims acquisition cost expense (note 8)	6,273,571		-		-		-		-
Amortization	113,730		24,523		45,867		8,174		15,289
Total Operating Expenses	17,855,593		701,788		1,873,992		186,515		508,170
Loss from Operations	(17,855,593	)	(701,788	)	(1,873,992	)	(186,515	)	(508,170	)
Other income-interest	54,508		-		-		-		-
Other expense-Interest	(234,170	)	(123,309	)	(61,986	)	(39,396	)	(24,946	)
Other income (expense)-Derivative
Financial Instrument	38,750		-		(22,500	)	-		(61,875	)
Loss before Income Taxes	(17,996,505	)	(825,097	)	(1,958,478	)	(225,911	)	(594,991	)
Provision for income taxes	-		-		-		-		-
Net Loss	(17,996,505	)	(825,097	)	(1,958,478	)	(225,911	)	(594,991	)
Net Loss attributable to
Non-controlling interests	565		63		16		-		-
Net loss attributable to Pacific
Copper Corp. Stockholders	(17,995,940	)	(825,034	)	(1,958,462	)	(225,911	)	(594,991	)
Loss per share-Basic and Diluted			(0.02	)	(0.04	)	(0.00	)	(0.01	)
Weighted Average Common Shares Outstanding			49,752,809		44,561,600		49,861,600		44,561,600

- 3 -

~~See~~PACIFIC ~~condensed~~COPPER ~~notes~~CORP. (AN toEXPLORATION ~~the~~STAGE ~~unaudited~~MINING ~~interim consolidated~~COMPANY) ~~financial statements~~
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) from inception (May 18, 1999) to January 31, 2011
(Amounts expressed in US Dollars)




																		Total									Comprehensive
																		Pacific									Income (loss)
													Deficit			Accumulated		Copper									attributable to
													Accumulated			Other		Corp.									Pacific Copper
					Additional			Deferred			Stock		during the			Comprehen-sive		Stockholders'			Non-			Total			Corp.
	Common Stock				Paid-in			Stock			Subscription		Exploration			Income		Equity			Controlling			Deficiency			Stockholders
	Number		Amount		Capital			Compensation			Receivable		Stage			(Loss)		(Deficiency)			Interests
	of Shares		$		$			$			$		$			$		$			$			$			$
Common stock issued on inception		1				1													1					1
Common stock issued for nil consideration		7,605,932		761		(761	)							-					-					-
Cancelled shares		(1		-		(1	)												(1	)				(1	)
Contributed Services						8,743													8,743					8,743
Net Loss for the period from inception (May 18, 1999) through October 31, 2004						-								(8,743	)				(8,743	)				(8,743	)	(8,743)
Balance, October 31, 2004		7,605,932		761		7,982			-					(8,743	)				-					-		(8,743)
Contributed Services						1,178													1,178					1,178
Net Loss						-								(1,178	)				(1,178	)				(1,178	)	(1,178)
Balance October 31, 2005		7,605,932		761		9,160			-					(9,921	)				-					-		(1,178)
Common stock issued for cash		4,710,000		471		470,529								-					471,000					471,000
Common shares issued for acquisition of interests in mineral claims		5,000,000		500		499,500													500,000					500,000
Net Loss		-		-		-								(647,453	)				(647,453)					(647,453	)	(647,453)
Balance, October 31, 2006 (audited)		17,315,932		1,732		979,189			-					(657,374	)				323,547					323,547		(647,453)
Common stock issued for cash		660,000		66		65,934													66,000					66,000
Common stock issued for cash		2,000,000		200		199,800													200,000					200,000
Common stock issued for cash		4,520,000		452		2,259,548													2,260,000					2,260,000
Stock subscription received						30,000													30,000					30,000
Stock Issuance cost						(72,800	)												(72,800	)				(72,800	)
Common stock issued for stock subscriptions received		60,000		6		(6	)												-					-
Common stock issued for cash		1,590,000		159		794,841													795,000					795,000
Common stock issued for services		3,000,000		300		1,499,700			(1,062,499)	)									437,501					437,501
Stock based compensation						294,574													294,574					294,574
Compensation expense on issue of warrants						21,093													21,093					21,093
Stock Issuance cost						(43,750	)												(43,750	)				(43,750	)
Net Loss		-		-		-								(2,940,779	)				(2,940,779	)				(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					1,370,386		(2,940,779)
Common stock issued on acquisition of Peru subsidiary		4,850,000		485		2,424,515													2,425,000			24,556		2,449,556
Common stock issued on acquisition of Chile subsidiary		6,088,452		608		3,043,617													3,044,225			30,750		3,074,975
Common stock issued for cash (net)		3,157,143		316		1,027,334						(175,000							852,650					852,650
Common stock issued for cash (net)		743,572		75		246,805													246,880					246,880
Stock subscription received												175,000							175,000					175,000
Common stock issued for cash (net)		576,501		57		201,228													201,285					201,285
stock based compensation						679,971													679,971					679,971
Compensation expense on issue of warrants		-		-		235,982			-					-					235,982					235,982
Amortization of deferred stock compensation									916,666										916,666					916,666
Beneficial conversion feature of the convertible note financing transaction						5,625													5,625					5,625
Foreign currency translation																	1,053		1,053			11		1,064		1,053
Net Loss for the year ended October 31, 2008		-		-		-			-					(10,579,162	)				(10,579,162	)		(356	)	(10,579,518	)	(10,579,162)
Balance October 31, 2008 (audited)		44,561,600		4,456		13,893,200			(145,833)	)		-		(14,177,315	)		1,053		(424,439	)		54,961		(369,478	)	(10,578,109)
Stock based compensation						256,091													256,091					256,091

~~PACIFIC~~- ~~COPPER~~4 ~~CORP. (AN EXPLORATION STAGE MINING COMPANY) Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) from inception (May 18, 1999) to April 30, 2010 (Amounts expressed in US Dollars)~~-

																	Total								Comprehensive
Compensation expense on issue of warrants						85,855														85,855							85,855
																	Pacific								Income (loss)
Amortization of deferred stock compensation								145,833												145,833							145,833
													Deficit			Accumulated	Copper								attributable to
Beneficial conversion feature of convertible debt						55,950														55,950							55,950
													Accumulated			Other	Corp.								Pacific Copper
Fair value of warrants issued						52,099														52,099							52,099
					Additional		Deferred			Stock			during the			Comprehensive	Stockholders'		Non-			Total			Corp.
Common stock issued for acquisition of interests in mineral claims	5,000,000			500		749,500														750,000							750,000
	Common Stock				Paid-in		Stock			Subscription			Exploration			Income	Equity		Controlling			Deficiency			Stockholders
Foreign currency translation																	1,860			1,860				19			1,879		1,860
	Number		Amount		Capital		Compensation			Receivable			Stage			(Loss)	(Deficiency)		Interests
Net Loss for the year ended October 31, 2009															(2,993,591	)				(2,993,591	)			(146	)		(2,993,737	)	(2,993,591)
	of Shares		$		$		$			$			$			$	$		$			$			$
Balance October 31, 2009 (audited)	49,561,600			4,956		15,092,695		-							(17,170,906	)	2,913			(2,070,342	)			54,834			(2,015,508	)	(2,991,731)
Common stock issued on inception	1				1												1					1
Common stock issued for services	300,000			30		29,970		(20,333)	)											9,667							9,667
Common shares issued for nil consideration	7,605,932		761		(761	)							-				-					-
Stock based compensation						28,242														28,242							28,242
Cancelled shares	(1	)	-		(1	)											(1	)				(1	)
Foreign currency translation																	(88	)		(88	)			288			200		(88)
Contributed Services					8,743												8,743					8,743
Net Loss for the year ended October 31, 2010															(1,025,522	)				(1,025,522	)			(56	)		(1,025,578	)	(1,025,578
Net Loss for the period from inception (May 18, 1999) through October 31, 2004					-								(8,743	)			(8,743	)				(8,743	)		(8,743	)
Balance October 31, 2010 (audited)	49,861,600			4,986		15,150,907		(20,333)	)			-			(18,196,428	)	2,825			(3,058,043	)			55,066			(3,002,977	)	(1,025,666)
Balance, October 31, 2004	7,605,932		761		7,982		-						(8,743	)			-					-			(8,743	)
Amortization of deferred stock compensation								3,750	)											3,750							3,750
Contributed Services					1,178												1,178					1,178
Foreign currency translation
Net Loss					-								(1,178	)			(1,178	)				(1,178	)		(1,178	)
Net Loss for the period ended January 31, 2011															(222,093	)				(222,093	)						(222,093	)	(222,093)
Balance October 31, 2005	7,605,932		761		9,160		-						(9,921	)			-					-			(1,178	)
Balance January 31, 2011	49,861,600			4,986		15,150,907		(16,583)	)			-			(18,418,521	)	2,825			(3,276,386	)			55,066			(3,221,320	)	(222,093)
Common shares issued for cash	4,710,000		471		470,529								-				471,000					471,000
Common shares issued for acquisition of interests in mineral claims	5,000,000		500		499,500												500,000					500,000
Net Loss	-		-		-								(647,453	)			(647,453					(647,453	)		(647,453	)
Balance, October 31, 2006 (audited)	17,315,932		1,732		979,189		-						(657,374	)			323,547					323,547			(647,453	)
Common shares issued for cash	660,000		66		65,934												66,000					66,000
Common shares issued for cash	2,000,000		200		199,800												200,000					200,000
Common shares issued for cash	4,520,000		452		2,259,548												2,260,000					2,260,000
Stock subscription received					30,000												30,000					30,000
Stock Issuance cost					(72,800	)											(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					795,000
Common shares issued for services	3,000,000		300		1,499,700		(1,062,499	)									437,501					437,501
Stock based compensation					294,574												294,574					294,574
Compensation expense on issue of warrants					21,093												21,093					21,093
Stock Issuance cost					(43,750	)											(43,750	)				(43,750	)
Net Loss	-		-		-								(2,940,779	)			(2,940,779	)				(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					1,370,386			(2,940,779	)
Common stock issued on acquisition of Peru subsidiary	4,850,000		485		2,424,515												2,425,000		24,556			2,449,556
Common stock issued on acquisition of Chile subsidiary	6,088,452		608		3,043,617												3,044,225		30,750			3,074,975
Common shares issued for cash (net)	3,157,143		316		1,027,334					(175,000	)						852,650					852,650
Common shares issued for cash (net)	743,572		75		246,805												246,880					246,880
Stock subscription received										175,000							175,000					175,000
Common shares issued for cash (net)	576,501		57		201,228												201,285					201,285
stock based compensation					679,971												679,971					679,971
Compensation expense on issue of warrants	-		-		235,982		-						-				235,982					235,982
Amortization of deferred stock compensation							916,666										916,666					916,666
Beneficial conversion feature of the convertible note financing transaction					5,625												5,625					5,625
Foreign currency translation																1,053	1,053		11			1,064			1,053

Net Loss for the year ended October 31, 2008	-	-	-	-			(10,579,162	)			(10,579,162	)	(356	)	(10,579,518	)	(10,579,162	)
Balance October 31, 2008 (audited)	44,561,600	4,456	13,893,200	(145,833	)	-	(14,177,315	)	1,053		(424,439	)	54,961		(369,478	)	(10,578,109	)
Stock based compensation			256,091								256,091				256,091
Compensation expense on issue of warrants			85,855								85,855				85,855
Amortization of deferred stock compensation				145,833							145,833				145,833
Beneficial conversion feature of convertible debt			55,950								55,950				55,950
Fair value of warrants issued			52,099								52,099				52,099
Common shares issued for acquisition of interests in mineral claims	5,000,000	500	749,500								750,000				750,000
Foreign currency translation									1,860		1,860		19		1,879		1,860
Net Loss for the year ended October 31, 2009							(2,993,591	)			(2,993,591	)	(146	)	(2,993,737	)	(2,993,591	)
Balance October 31, 2009	49,561,600	4,956	15,092,695	-			(17,170,906	)	2,913		(2,070,342	)	54,834		(2,015,508	)	(2,991,731	)
Common shares issued for services	300,000	30	29,970	(24,083	)						5,917				5,917
Stock based compensation			27,763								27,763				27,763
Foreign currency translation									(116	)	(116	)	(3	)	(119	)	(116	)
Net Loss for the period ended July 31, 2010							(825,034	)			(825,034	)	(63	)	(825,097	)	(825,034	)
Balance July 31, 2010	49,861,600	4,986	15,150,428	(24,083	)	-	(17,995,940	)	2,797		(2,861,812	)	54,768		(2,807,044	)	(825,150	)

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

~~The~~- ~~accompanying~~5 ~~notes are an integral part of these unaudited interim consolidated financial statements.~~-

4PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY)
Interim Consolidated Statements of Cash Flows
For the three months ended January 31, 2011 and January 31, 2010 and from inception (May 18, 1999) to January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited - Prepared by Management)

PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY) Interim Consolidated Statements of Cash Flows For the nine months ended July 31, 2010 and July 31, 2009 and from inception (May 18, 1999) to July 31, 2010 (Amounts expressed in US Dollars) (Unaudited – Prepared by Management)

	Cumulative Since Inception	January 31, 2011	January 31, 2010
Cash Flows from Operating Activities
Net Loss	(18,418,521)	(222,093)	(306,029)
Adjustment for:
Amortization	127,615	5,711	8,174
Stock based compensation	1,258,878	-	21,790
Compensation expense on issue of warrants	342,930	-	-
Expenses credited (debited) to Additional Paid-in Capital	7,932	-	-
Shares issued for mineral claims	6,719,225	-	-
Amortization of deferred stock compensation	1,513,417	3,750	-
Fair value adjustment to compound derivative	(6,250)	-	-
Fair value adjustment to additional investment rights	(55,000)	-	-
Amortization of debt discount	139,285	15,631	18,583
Changes in non-cash working capital
Prepaid expenses	-	-	2,282
Deferred financing costs	(1,133)	578	578
Accrued interest on advances from non- related parties	118,653	13,778	11,775
Advances to related parties	(22,100)	(7,100)	36,000
Accounts payable	729,252	22,303	44,331
Accrued liabilities	51,034	167	(21,725)
Due to related parties	1,673,863	165,137	182,679
Minority Interest	54,748	-	(61)
Net cash used in operating activities	(5,766,172)	(2,138)	(1,623)
Cash Flows from Investing Activities
Acquisition of plant and equipment	(198,101)	-	-
Acquisition of mineral claims	(900)	-	-
Net cash used in investing activities	(199,001)	-	-
Cash Flows from Financing Activities
Issuance of common shares for cash (net)	5,181,265	-	-
Advances from non-related parties	498,809	-	16,000
Convertible notes	286,500	-	-
Net cash provided by financing activities	5,966,574	-	16,000
Effect of foreign currency exchange rate changes	2,030	-	137
Net increase (decrease) in Cash	3,431	(2,138)	14,514
Cash- beginning of period	-	5,569	9,349
Cash - end of period	3,431	3,431	23,863
Supplemental Cash Flow Information
Interest paid	-	-	-
Income taxes paid	-	-	-

	Cumulative
	Since		July 31,		July 31,
	Inception		2010		2009
Cash Flows from Operating Activities
Net Loss	(17,995,940	)	(825,097	)	(1,958,478	)
Adjustment for:
Amortization	113,730		24,523		45,867
Stock based compensation	1,258,399		27,763		194,218
Compensation expense on issue of warrants	342,930		-		80,211
Expenses credited (debited) to Additional Paid-in Capital	7,932		-		(1,989	)
Shares issued for mineral claims	6,719,225		-		-
Amortization of deferred stock compensation	1,505,917		5,917		145,833
Interest on loans	91,698		37,103		35,830
Fair value adjustment to compound derivative	16,250		-		2,500
Fair value adjustment to additional investment rights	(55,000	)	-		20,000
Amortization of debt discount	96,722		63,565		17,370
Changes in non-cash working capital
Prepaid expenses	-		5,782		28,384
Deferred financing costs	(2,289	)	1,734		(4,601	)
Advances to related parties	(20,000	)	16,000		175,000
Accounts payable	663,381		312,549		52,416
Accrued liabilities	47,686		(36,522	)	(74,877	)
Due to related parties	1,393,848		338,815		865,671
Minority Interest	54,768		(66	)	(16	)
Net cash used in operating activities	(5,760,743	)	(27,934	)	(376,661	)
Cash Flows from Investing Activities
Acquisition of plant and equipment	(198,101	)	-		-
Acquisition of mineral claims	(900	)	-		-
Net cash used in investing activities	(199,001	)	-		-
Cash Flows from Financing Activities
Issuance of common shares for cash (net)	5,181,265		-		-
Advances from non-related parties	498,809		28,264		145,000
Advances from related parties	-		-		-
Convertible notes	286,500		-		166,500
Net cash provided by financing activities	5,966,574		28,264		311,500
Effect of foreign currency exchange rate changes	1,682		(1,167	)	1827
Net increase (decrease) in Cash	8,512		(837	)	(63,334	)
Cash- beginning of period	-		9,349		110,746
Cash - end of period	8,512		8,512		47,412
Supplemental Cash Flow Information
Interest paid	-		-		-
Income taxes paid	-		-		-

See condensed notes to the interim consolidated financial statements

~~See~~- ~~condensed~~6 ~~notes to the unaudited interim consolidated financial statements~~-

5PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~PACIFIC COPPER CORP~~1. Basis ~~(AN~~of ~~EXPLORATION~~Presentation ~~STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~

1The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. ~~Basis~~generally accepted accounting principles; however, such information reflects all adjustments (consisting solely of ~~Presentation~~normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods.

The ~~accompanying unaudited~~ condensed consolidated financial statements ~~have~~should ~~been~~be ~~prepared~~read in ~~accordance~~conjunction with the ~~instructions~~consolidated tofinancial statements and Notes thereto together with management's discussion and analysis of financial condition and results of operations contained in the Company's annual report on Form 10-~~Q and~~K ~~therefore~~for dothe ~~not~~year ~~include~~ended October 31, 2010. In the opinion of management, the accompanying condensed consolidated financial statements reflect all ~~information~~adjustments ~~and~~of ~~footnotes~~a normal recurring nature considered necessary ~~for~~to afairly ~~fair presentation~~state ofthe financial position of the Company at January 31, 2011 and October 31, 2010, the results of its operations ~~and~~for ~~cash~~the ~~flows~~three ~~in conformity~~month ~~with~~periods ~~U.S.~~ended ~~generally~~January ~~accepted~~31, ~~accounting~~2011 ~~principles;~~and ~~however~~January 31, ~~such information~~2010, ~~reflects~~and ~~all~~its ~~adjustments~~cash ~~(consisting~~flows ~~solely~~for ofthe ~~normal~~three-month ~~recurring adjustments)~~periods ended January 31, ~~which~~2011 ~~are~~and January 31, in2010. ~~the~~In ~~opinion~~addition, some of ~~management,~~the ~~necessary~~Company's ~~for~~statements ain ~~fair statement~~this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the three-month period ended January 31, 2011 are not necessarily indicative of results to be expected for the ~~interim~~full ~~periods~~year.

The ~~condensed~~interim consolidated financial statements ~~should~~include ~~be read in conjunction with~~ the ~~consolidated~~accounts ~~financial statements and Notes thereto together with management’s discussion and analysis~~ of ~~financial~~Pacific ~~condition~~Copper ~~and results~~Corp. ~~of operations contained in~~ (the "Company’s" ~~annual~~or ~~report~~"Pacific onCopper"), ~~Form~~and ~~10-K~~its ~~for the~~subsidiaries ~~year~~Pacific ~~ended~~Copper ~~October~~Peru 31SRL, ~~2009. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of~~ a ~~normal recurring~~limited ~~nature~~liability ~~considered~~partnership ~~necessary~~(99% toowned ~~fairly~~by ~~state~~ the ~~financial position of the~~ Company) ~~at July 31, 2010~~ and ~~October~~Sociedad ~~31,~~Pacific ~~2009,~~Copper ~~the~~Chile ~~results of its operations for the three and nine month periods ended July 31~~Limitada, ~~2010~~a ~~and~~limited ~~July~~liability ~~31,~~partnership ~~2009,~~(99% ~~and its~~owned ~~cash~~by ~~flows for~~ the ~~nine month periods ended July 31, 2010 and July 31, 2009~~Company). In All ~~addition,~~material ~~some of the Company’s statements in this quarterly report on Form 10~~inter-Qcompany ~~may~~accounts ~~be considered forward-looking~~ and ~~involve~~transactions ~~risks~~have ~~and~~been ~~uncertainties that could significantly impact expected results~~eliminated. ~~The results of operations for the nine-month period ended July 31, 2010 are not necessarily indicative of results to be expected for the full year.~~

~~The interim consolidated financial statements include the accounts of Pacific Copper Corp~~2. Going (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.Concern

2The 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. ~~Going~~The ~~Concern~~Company has no source of 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. If the Company is unable to develop its mining claims to a commercial stage or if the going concern is otherwise not appropriate for future periods, adjustments to the amounts recorded for, and classification of assets and liabilities may be necessary. Management's plans to mitigate these conditions are described below.

The Company's ~~financial~~is ~~statements~~in ~~are presented on a going concern basis, which contemplates~~ the ~~realization~~exploration ofstage ~~assets~~ and ~~satisfaction~~has ~~of liabilities~~not inyet ~~the~~realized ~~normal~~revenues ~~course~~from ofany ~~business~~operations. The Company has noincurred ~~source~~a ~~for operating~~loss ~~revenue~~of ~~and~~$222,093 ~~expects~~for tothe ~~incur~~three ~~significant~~month ~~expenses~~period ~~before~~ended ~~establishing operating~~January ~~revenue~~31, 2011. ~~The~~At ~~Company~~January ~~has~~31, a2011, ~~need~~the ~~for~~Company ~~equity~~had ~~capital~~an ~~and~~accumulated ~~financing~~deficit ~~for working~~during ~~capital~~the ~~and~~ exploration ofstage ~~its properties. Because~~ of ~~continuing operating losses~~$18,418,521. During ~~negative~~the ~~working~~year ~~capital~~ended ~~and~~October ~~cash~~31, ~~outflows~~2008 ~~from operations,~~ the Company’s ~~continuance~~raised ascapital aof ~~going~~$1,475,815 ~~concern~~(net isof ~~dependent~~offering ~~upon~~costs). ~~its~~Further, ~~ability~~during ~~to obtain~~the ~~adequate~~year ~~financing~~ended ~~and~~October to31, ~~reach~~2008 ~~profitable~~the ~~levels~~Company ofraised ~~operation.~~an ~~The Company’s~~additional ~~future~~$100,000 ~~success~~being issubscription ~~dependent~~for ~~upon~~convertible ~~its~~notes ~~continued~~(See ~~ability~~note to15-"Convertible ~~raise sufficient~~Note ~~capital,~~Financing ~~not~~Transaction"). ~~only~~The toCompany ~~maintain~~raised ~~its~~an ~~operating~~additional ~~expenses~~$186,500 ~~but~~during tothe ~~explore for~~year ~~reserves.~~ended ~~There~~October is31, no2009 ~~guarantee~~from ~~that~~issue ~~such~~of ~~capital~~convertible ~~will~~notes. ~~continue~~Management's toplan ~~be available~~is onto ~~acceptable~~continue ~~terms,~~raising ifcapital atthrough ~~all~~future equity or ifdebt ~~the~~financing ~~Company~~until ~~will~~it ~~attain~~ achieves profitable ~~levels~~operations offrom ~~operation.~~mineral ~~Management’s~~extraction ~~plans to mitigate these conditions are described below~~activities.

6PACIFIC COPPER CORP.
(AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~PACIFIC COPPER CORP~~3. Nature ~~(AN~~of ~~EXPLORATION~~Business ~~STAGE~~and ~~MINING~~Operations ~~COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~

3The Company was incorporated on May 18, 1999 as Gate-1 Financial, Inc. ~~Nature~~under the laws of ~~Business~~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, ~~Operations~~if feasible, extraction of minerals.

~~The~~On ~~Company~~December ~~was~~17, ~~incorporated~~2007, onPacific ~~May~~Copper ~~18,~~completed ~~1999~~the asacquisition ~~Gate-1 Financial~~of Pacific Copper Peru SRL, ~~Inc.~~a limited liability partnership organized under the laws of ~~the~~Peru ~~State~~("Peru ofSRL") ~~Delaware.~~pursuant Onto ~~August~~the ~~17,~~Share ~~2006, Gate-1~~Exchange ~~Financial,~~Agreement ~~Inc.~~among ~~changed~~the ~~its~~Company, ~~name~~Peru toSRL ~~Pacific~~and ~~Copper~~the ~~Corp.~~former ~~The~~partners ~~Company operates~~of ~~with~~Peru ~~the~~SRL ~~intent~~dated as of ~~exploration~~April ~~and~~11, ~~if feasible~~2007, ~~extraction~~as ~~of minerals~~amended (the "Peru Agreement").

OnPursuant ~~December~~to 17the Peru Agreement, ~~2007~~the Company issued 4,850,000 ~~Pacific~~shares ~~Copper~~of ~~completed~~the Company's common stock (the "Peru Consideration Shares") to the partners of Peru SRL as consideration for the acquisition of ~~Pacific~~99% ~~Copper~~of Peru SRL,. As a ~~limited~~result ~~liability~~of ~~partnership~~the ~~organized~~acquisition, ~~under~~Peru ~~the laws~~SRL became a subsidiary of ~~Peru~~the (“Company. The Peru ~~SRL”)~~Consideration ~~pursuant~~Shares were issued in escrow subject to ~~the~~a ~~Share~~Closing ~~Exchange~~and Escrow Agreement dated December 14, 2007 among the Company, Peru SRL and the former partners of Peru SRL ~~dated~~(the as"Closing Agreement"). Pursuant to the terms of ~~April~~the 11Closing Agreement, ~~2007~~ the former partners of Peru SRL must satisfy certain post-closing items, asprior ~~amended~~to (the “release of the Peru ~~Agreement”)~~Consideration Shares from escrow. As of the date of this report, the Peru Consideration Shares remain in escrow.

~~Pursuant~~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 ~~Peru~~"Chile Agreement"), as amended, between the Company ~~issued~~and ~~4,850,000 shares~~the former partners of Pacific LTDA. Pursuant to the Chile Agreement the Company’s issued 6,088,452 of its common ~~stock~~shares (the ~~“Peru~~"Chile Consideration Shares”") to the former partners of ~~Peru~~Pacific ~~SRL~~LTDA as consideration for the acquisition of 99% of ~~Peru~~Pacific ~~SRL~~LTDA. The 1% minority interest was credited with $30,750. As a result of the acquisition, ~~Peru~~Pacific ~~SRL~~LTDA became a subsidiary of the Company. The ~~Peru~~ Chile Consideration Shares were issued in escrow subject to a Closing and Escrow Agreement dated ~~December~~January 148, ~~2007~~2008 among the Company, ~~Peru~~Pacific ~~SRL~~LTDA and the former partners of ~~Peru~~Pacific ~~SRL~~LTDA (the “"Closing Agreement”"). Pursuant to the terms of the Closing Agreement, the former partners of ~~Peru~~Pacific ~~SRL~~LTDA ~~must~~had to satisfy certain post-closing items, prior to the release of the ~~Peru~~Chile Consideration Shares from escrow. AsThe ofconditions under the ~~date~~Closing ofAgreement ~~this~~have ~~report,~~been ~~the~~satisfied ~~closing~~or ~~conditions remain unsatisfied~~waived, and the ~~Peru~~Chile Consideration ~~Shares~~shares ~~remain~~have inbeen ~~escrow~~issued to the former partners of Pacific LTDA.

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 had to satisfy certain post-closing items prior to the release of the Chile Consideration Shares from escrow. The conditions under the Closing Agreement have been satisfied or waived, and the Chile Consideration shares have been issued to the former partners of Pacific LTDA.

7PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~PACIFIC COPPER CORP~~4. Plant ~~(AN~~and ~~EXPLORATION STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31~~Equipment, ~~2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~Net

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

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

Computer equipment	30%	declining balance method
	January 31, 2011			October 31, 2010
Office furniture and fixtures	20%	declining balance method
	Cost $		Accumulated Depreciation $	Cost $	Accumulated Depreciation $
Operating equipment	30%	declining balance method
Office, furniture and fixtures	386		240	386	232
Computer equipment	6,529		4,381	6,529	4,207
Operating Equipment	191,185		122,993	191,185	117,464
	198,100		127,614	198,100	121,903
Net carrying amount	$ 70,486			$76,197
Amortization expense	$ 5,711			$ 32,697

July 31, 2010 October 31, 2009
Accumulated Accumulated
Cost Depreciation Cost Depreciation
$ $ $ $
Office, furniture and fixtures 386 205 386 124
Computer equipment 6,529 3,958 6,529 3,212
Operating equipment 191,185 109,566 191,185 85,870
198,100 113,729 198,100 89,206
Net carrying amount $ 84,371 $ 108,894
5. Issuance of Common Shares

5.Year ~~Issuance~~ended ofOctober ~~Common~~31, ~~Shares~~2010

~~Year~~In February 2010, the Company issued 300,000 restricted common shares to a consultant valued at $30,000 pursuant to a consulting agreement for a period of service of 24 months. The Company has expensed $3,750 during the period ended ~~October~~January 31, ~~2009~~2011.

AsThree ofmonths ~~February~~ended ~~27,~~January ~~2009 Pacific Copper~~31, through its wholly owned subsidiary Pacific LTDA, entered into a definitive mineral property acquisition agreement (the “Gareste Agreement”) with Sociedad Gareste Limitada, a Chilean limited liability company in which Harold Gardner, a Director of the Company, is a 50% owner and co-managing director. Pursuant to the Gareste Agreement, the Company acquired a 100% interest in the following copper oxide or leachable copper properties located in Atacama Region III, Chile: the “Venado Property” (also known as the “Venapai Property”) consisting of approximately 4,900 hectares of exploration concessions, located roughly 45 kilometers from the city of Copiapo, the “El Corral Property”, consisting of approximately 3,600 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. Under the Gareste Agreement the Company issued a total of 5,000,000 shares of its common stock to Gareste on October 12, 2009, 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 (collectively, the “Gareste Oxide Shares”). The Company expensed $749,700, relating to the issue of 5,000,000 common shares calculated at $0.15 per common share net of capitalization for $300 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. In addition to the Gareste Oxide Shares, the Company granted the following royalties to Gareste: the Venado Property is subject to a 2% net smelter return royalty, capped at $10,000,000, 50% of which can be repurchased 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 at any time prior to the commencement of production for $2,000,000.2011

8The Company did not raise any capital during the three month period ended January 31, 2011

~~PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited~~-~~Prepared~~ by9 ~~Management)~~-

5PACIFIC COPPER CORP. ~~Issuance~~ (AN ofEXPLORATION ~~Common~~STAGE ~~Shares~~MINING ~~–Cont’d~~COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~Nine~~6. Stock ~~months~~Purchase ~~ended July 31, 20 10~~Warrants

The Company executed a consulting agreement effective February 8, 2010, whereby the Company authorized the issuance of 300,000 restricted common shares to the consultant as compensation for investor relation services for a period of 2 years. The Company expensed $5,917 during the nine month period ended July 31, 2010.

	Number of Warrants Granted			Exercise Prices			Expiry Date
				$
Outstanding at October 31, 2009 and average exercise price		5,661,604			0.43
Granted in 2010		-			-
Expired in year 2010		(2,296,604	)		(0.50	)
Outstanding at October 31, 2010 and average exercise price		3,365,000			0.39
Granted in 2011		-			-
Expired in 2011
Outstanding at January 31, 2011 and average exercise price		3,365,000			0.39

6.The ~~Stock~~warrants ~~Purchase~~do ~~Warrants~~not confer upon the holders any rights or interest as a shareholder of the Company.

Number of Exercise
Warrants Granted 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 1,865,000 0.25 7/27/2011
Expired in year 2009 (3,085,000 ) (0.75 )
Expired in year 2009 (233,100 ) 0.50
Outstanding at October 31, 2009 and average exercise price 5,661,604 0.43
Granted in 2010 - -
Expired in year 2010 (2,008,356 ) (0.50 )
Outstanding at July 31, 2010 and average exercise price 3,653,248 0.39
Year ended October 31, 2010

The ~~warrants~~Company dodid not ~~confer~~issue ~~upon the holders~~ any ~~rights~~warrants ~~or interest~~during asthe ayear ~~shareholder~~ended ofOctober ~~the~~31, ~~Company.~~2010

9Three months ended January 31, 2011

~~PACIFIC~~The ~~COPPER~~Company ~~CORP.~~did ~~(AN~~not ~~EXPLORATION~~issue ~~STAGE~~any ~~MINING~~warrants ~~COMPANY)~~during ~~Condensed~~the ~~Notes~~three tomonth ~~Interim~~period ~~Consolidated~~ended ~~Financial~~January ~~Statements July~~ 31, ~~2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~2011

67. Stock ~~Purchase~~Based ~~Warrants-Cont’d~~ Compensation

~~Year~~On ~~ended~~ August 8, 2006, the Board of Directors approved a stock option plan (the"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. ~~October~~Options 31may 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 ~~2009~~adoption of the Plan an additional 1,200,000 shares were authorized for issuance pursuant to the Plan's "evergreen share reserve increase" provision.

On- ~~July~~10 27, 2009 and October 26, 2009, the Company issued 12% convertible notes to multiple investors with an aggregate face value of $186,500. In conjunction with the offering the Company issued 1,865,000 warrants to the investors indexed to 1,865,000 shares of common stock with an exercise price of $.25 per share and exercisable for a period of 2 years.-

~~Nine~~PACIFIC ~~months~~COPPER ~~ended~~CORP. ~~July 31, 2010~~
(AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~The~~7. Stock ~~Company~~Based ~~did not issue any warrants during the nine month period ended July 31, 2010~~Compensation-Cont'd

7.During ~~Stock~~the ~~Based~~three ~~Compensation~~month period ended January 31, 2011, no stock options were granted.

OnDuring ~~August 8, 2006,~~ the ~~Board~~three ofmonth ~~Directors~~period ~~approved~~ended aJanuary ~~stock option plan (the"2006 Stock Option Plan")~~31, ~~the purpose of which is to enhance the Company's stockholder value and financial performance by attracting~~2011, ~~retaining~~ ~~and motivating~~ the Company's ~~officers,~~did ~~directors,~~not ~~key~~recognize ~~employees, consultants~~any ~~and its affiliates and to encourage~~ stock-based ~~ownership~~compensation ~~by such individuals by providing them with a means to acquire a proprietary interest in the Company's success through stock ownership~~costs. 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 900,000 shares were authorized for issuance pursuant to the Plan’s “evergreen share reserve increase” provision.

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
Total number of options forfeited/cancelled/Expired/Exercised		-			-			-			-			-			(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 quarter ended January 31, 2011	$nil			$nil			$	$nil		$nil			$nil			$	$nil		$nil				$nil			$nil

Unexpended Stock -based compensation cost deferred over the vesting period	$nil			$nil			$nil			$nil			$nil			$nil			$nil				$nil			$nil

~~PACIFIC~~As ~~COPPER~~of ~~CORP.~~January ~~(AN~~31, ~~EXPLORATION~~2011 ~~STAGE~~there ~~MINING~~was ~~COMPANY)~~$nil ~~Condensed~~of ~~Notes~~unrecognized expenses related to ~~Interim~~non-vested ~~Consolidated~~stock-based ~~Financial~~compensation ~~Statements~~arrangements ~~July~~granted. The ~~31,~~stock-based ~~2010~~compensation ~~(Amounts~~expense ~~expressed~~for inthe USthree ~~Dollars)~~month ~~(Unaudited-Prepared~~period byended ~~Management)~~January 31, 2011 was $nil.

~~7. Stock~~- ~~Based~~11 ~~Compensation~~ -~~Cont’d~~

~~During~~PACIFIC ~~the~~COPPER ~~nine~~CORP. ~~month period ended July 31, 2010, no stock~~ ~~options were granted.~~
(AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~During the nine month period ended July 31, 2010, the Company has recognized in its financial statements, stock-based compensation costs as per the following details~~8. Mining 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.Claims

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 period ended July 31, 2010	$	nil	$	nil	$	8,017	$	nil	$	nil	$	17,283		$	nil	$	2,463	$	27,763
Unexpended Stock -based compensation cost deferred over the vesting period	$	nil	$	nil	$	nil	$	nil	$	nil	$	nil		$	nil	$	440	$	440

(a)

On December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL ("Pacific Peru"), 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 were expensed as the assets were considered impaired. 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 the mineral claim groups to be acquired upon the closing of the transaction to be material assets at this time, but our assessment may change after further work is done on the properties. Pursuant to the formal closing of this acquisition the Company through Pacific Peru will acquire interests in three mineral claim groups (Don Javier, Tonalia and Tenospa) which were capitalized at $100 each.

AsPursuant to the terms of ~~July~~the 31Closing Agreement, ~~2010~~ ~~there~~the ~~was~~former ~~$440~~partners of ~~unrecognized~~Pacific ~~expenses~~Peru ~~related~~must tosatisfy ~~non~~certain post-~~vested stock-based~~closing ~~compensation~~items, ~~arrangements~~prior ~~granted.~~to ~~The~~the ~~stock-based compensation~~release ~~expense~~of ~~for~~ the ~~nine~~Peru ~~month~~Consideration ~~period~~Shares ~~ended~~from ~~July~~escrow. As ~~31,~~of ~~2010~~the ~~was $27~~date of this report,~~763~~ these conditions remain unsatisfied and the Peru Consideration Shares remain in escrow.

(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 were expensed as the assets were considered impaired. 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 owned by Pacific LTDA 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:

~~PACIFIC~~Carrera ~~COPPER~~Pinto Carrizal Cerro ~~CORP.~~Blanco La ~~(AN EXPLORATION STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~Guanaca

~~8. Mining~~The ~~Claims~~conditions under the Chile Agreement have been satisfied or waived, and the Chile Consideration shares were issued to the former partners of Pacific LTDA in 2009.

~~(a)~~- On12 December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL (“Pacific Peru”), 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 were expensed as the assets were considered impaired. 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 the mineral claim groups to be acquired upon the closing of the transaction to be material assets at this time, but our assessment may change after further work is done on the properties. Pursuant to the formal closing of this acquisition the Company through Pacific Peru will acquire interests in three mineral claim groups (Don Javier, Tonalia and Tenospa) which were capitalized at $100 each.-

~~Pursuant~~PACIFIC toCOPPER ~~the terms of the Closing Agreement, the former partners of Pacific Peru must satisfy certain post-closing items, prior to the release of the Peru Consideration Shares from escrow~~CORP. ~~As of the date of this~~ ~~report,~~(AN ~~these~~EXPLORATION ~~conditions~~STAGE ~~remain~~MINING ~~unsatisfied and the Peru Consideration Shares~~COMPANY) ~~remain in escrow.~~
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~(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. Mining 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 were expensed as the assets were considered impaired. 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 owned by Pacific LTDA 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: Claims-Cont'd

~~Carrera~~(c) As ~~Pinto~~of ~~Carrizal~~February ~~Cerro Blanco~~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 4,900 hectares of exploration concessions, located roughly 45 kilometers from the city of Copiapo, the "El Corral Property", consisting of approximately 3600 hectares of exploration concessions, located roughly 60 kilometers from the city of Copiapo, and the adjacent "La ~~Guanaca~~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 issued a total of 5,000,000 shares of its common stock to Gareste on October 12, 2009, 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 (collectively, the "Gareste Oxide Shares"). 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. The Company expensed $749,700, relating to the issue of 5,000,000 common shares calculated at $0.15 per common share net of capitalization for $300 for mineral property claims. Property acquisition costs relating to the exploration properties were expensed as the assets were considered impaired. 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). Pursuant to this acquisition the Company acquired interest in the following mineral claims which were capitalized at $100 each:

~~The~~ ~~conditions under the Chile Agreement have been satisfied or~~Venado ~~waived~~ ,El ~~and the Chile Consideration shares were issued to the former partners~~Corral of ~~Pacific~~La ~~LTDA in 2009.~~Mofralla

12- 13 -

PACIFIC COPPER CORP. (AN EXPLORATION STAGE MINING COMPANY) ~~Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

89. ~~Mining Claims-Cont’d~~ Commitments and Contingencies

~~(c) As~~On ofApril ~~February 27~~19, ~~2009 Pacific Copper~~2007, ~~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~~executed aan ~~100%~~agreement ~~interest~~dated ~~in the following copper oxide properties located in Atacama Region III, Chile: the “Venado Property” (also known~~ as ~~the “Venapai Property”) consisting~~ of ~~approximately~~April 411,~~900 hectares~~ of2007 ~~exploration~~with ~~concessions~~David Hackman, ~~located~~a ~~roughly~~director ~~45 kilometers from the city~~ of ~~Copiapo,~~ the ~~“El Corral Property”~~Company, ~~consisting~~on ofbehalf ~~approximately 3600 hectares~~ of ~~exploration~~a ~~concessions,~~corporation ~~located~~to ~~roughly~~be 60formed ~~kilometers~~in ~~from~~Peru ~~the city of Copiapo~~which, ~~and~~prior ~~the~~to ~~adjacent “La Mofralla Property”~~closing, ~~consisting~~would ofthen ~~approximately 250~~own ~~hectares~~certain ofmineral ~~exploration~~claims ~~concessions also~~ located ~~roughly~~in ~~60 kilometers from the City of Copiapo~~Peru. On ~~These~~December ~~properties were subject to separate letters of intent entered into during July and October of 2008~~17, ~~as previously disclosed. Under the Gareste Agreement the Company issued a total of 5~~2007,~~000,000~~ ~~shares~~Pacific ofCopper ~~its~~completed ~~common stock to Gareste on October 12, 2009, allocable as follows: 2,000,000 shares of common stock as consideration for~~ the ~~Venado~~acquisition ~~Property, 2,000,000 shares~~ of ~~common~~ ~~stock~~Peru ~~as consideration for the El Corral Property and 1~~SRL,~~000,000~~ ~~shares~~pursuant ~~of common~~to ~~stock as consideration for~~ the LaShare ~~Mofralla~~Exchange ~~Property~~Agreement ~~(collectively,~~among the ~~“Gareste~~ ~~Oxide Shares”). In addition~~Company, ~~the~~Peru ~~Venado~~SRL ~~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 Elformer ~~Corral~~partners ~~Property is subject to a 2% net smelter return royalty, capped at $10,000,000, 50%~~ of ~~which~~Peru ~~can~~SRL bedated ~~repurchased~~as ~~by Pacific Copper at any time prior to the commencement~~ of ~~production~~April ~~for $2~~11,~~000,000~~ 2007. The ~~Company~~ ~~expensed $749~~4,~~700~~850, ~~relating to the issue of 5,~~000~~,000~~ ~~common~~ shares ~~calculated~~ ~~at $0.15 per common share net~~ of ~~capitalization for $300 for mineral property claims. Property acquisition costs relating to~~ the ~~exploration properties~~Company's ~~were~~common ~~expensed~~stock asissued ~~the~~in ~~assets~~connection ~~were~~with ~~considered impaired. In~~ the ~~absence~~ closing of ~~proven~~this ~~and~~transaction ~~probable~~are ~~reserves,~~held ~~the Company is unable to allocate any economic values to the claims groups acquired~~ in ~~the~~escrow ~~transaction~~subject ~~(as listed below). Pursuant~~ to ~~this acquisition~~ the ~~Company~~satisfaction ~~acquired~~of ~~interest~~certain inpost-closing ~~the following mineral claims which were capitalized at $100 each:~~ conditions.

~~Venado~~On ElAugust ~~Corral~~9, ~~La Mofralla~~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 had an initial two-year term that commenced on August 1, 2007 and continued through August 1, 2009. Under the terms of the Employment Agreement, the term was automatically renewed on August 1, 2009, for another two years. 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.

13On 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 was to receive payments of $4000 each month thereafter. Commencing in January of 2009, this amount was reduced to $2,500 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 July 31, 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.

~~PACIFIC~~On ~~COPPER~~September ~~CORP.~~1, ~~(AN~~2007, ~~EXPLORATION~~the ~~STAGE~~Company ~~MINING~~entered ~~COMPANY)~~into ~~Condensed~~a ~~Notes~~Payroll Service Agreement with Kriyah Consultants LLC ("Kriyah") to ~~Interim~~administer ~~Consolidated~~payroll ~~Financial~~and ~~Statements~~health ~~July~~insurance 31benefits to Andrew A. Brodkey, ~~2010~~President ~~(Amounts~~and ~~expressed~~CEO of the Company, as contemplated in UShis ~~Dollars)~~Employment Agreement with the Company dated August 1, 2007 (~~Unaudited-Prepared~~"Employment Agreement"). The Company shall reimburse Kriyah monthly for all direct costs for wages, covered by ~~Management)~~the Employment Agreement and health benefits provided by Kriyah and invoiced to the Company for Mr. Brodkey.

9On January 24, 2008, the Company, through its 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. ~~Commitments~~ This property, which consists of approximately 300 hectares of exploration concessions, is road-accessible and ~~Contingencies~~ 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.

On- ~~April~~14 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. 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.~~

OnPACIFIC ~~August~~COPPER ~~9, 2007 the Company and Andrew A~~CORP. ~~Brodkey executed an~~ ~~employment~~(AN ~~agreement~~EXPLORATION ~~pursuant~~STAGE toMINING ~~which the Company retained Mr. Brodkey as~~COMPANY) President and Chief Executive Officer. The Employment Agreement had an initial two-year term that commenced on August 1, 2007 and continued through August 1, 2009. Under the terms of the Employment Agreement, the term was automatically renewed on August 1, 2009, for another two years. 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.
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

~~On August 22, 2007 the Company entered into an agreement with Kriyah for the performance of certain administrative and management services~~9. ~~The~~ Commitments ~~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 was to receive payments of $4000 each month thereafter. Commencing in January of 2009, this amount was reduced to $2,500 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 July 31, 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.Contingencies-Cont'd

On ~~September~~February 112, ~~2007~~2008, the Company's subsidiary, Pacific LTDA, entered into aan ~~Payroll Service~~Operator Agreement (the "Chile Operator Agreement") with ~~Kriyah~~Sociedad ~~Consultants~~Gareste ~~LLC~~Limitada, a limited liability partnership organized under the laws of Chile (~~“Kriyah”~~"Gareste"). Pursuant to ~~administer~~the ~~payroll~~ Chile Operator Agreement Gareste will prepare and ~~health~~submit ~~insurance~~proposed ~~benefits~~annual work programs and accompanying budgets to ~~Andrew~~Pacific A.LTDA ~~Brodkey,~~covering ~~President~~the exploration and, ~~CEO~~if warranted, development of ~~the Company,~~certain asmineral ~~contemplated~~concessions inheld ~~his~~by ~~Employment~~Pacific ~~Agreement~~LTDA. Gareste ~~with~~will ~~the~~provide ~~Company~~comprehensive ~~dated August~~management 1,services ~~2007~~and ~~(“Employment~~contract ~~Agreement”).~~for ~~The~~transportation, ~~Company~~labor, ~~shall~~insurance ~~reimburse~~and ~~Kriyah monthly~~logistical services for all ~~direct~~approved ~~costs~~programs. Gareste's ~~for~~overhead ~~wages,~~reimbursement ~~covered~~and bycompensation ~~the~~will ~~Employment~~be ~~Agreement~~specified in each proposed budget and ~~health~~ ~~benefits~~subject ~~provided~~to approval by ~~Kriyah~~Pacific ~~and~~LTDA. The ~~invoiced~~Chile toOperator Agreement is terminable by either party upon 90-days' prior notice. Harold Gardner, a member of the Company's ~~for~~board Mrof directors, is a 50% owner and co-managing partner in Gareste. ~~Brodkey.~~

On ~~January~~February 2412, 2008, ~~the~~The Company,'s ~~through its~~ subsidiary ~~Pacific~~, ~~LTDA~~Peru SRL entered into an ~~exclusive~~Operator ~~exploration,~~Agreement ~~mining and exploitation agreement~~ (the "~~Guanaca~~Peru ~~Lease~~Operator Agreement") ~~for~~with ~~the~~Inversiones LaMineras ~~Guanaca~~Stiles, ~~oxide~~a ~~copper~~limited ~~project~~liability ~~located northeast~~partnership oforganized under the ~~town~~laws of ~~Inca~~Peru de("Stiles"). Pursuant ~~Oro,~~to ~~Chanaral~~the ~~Province,~~Peru ~~Atacama~~Operator ~~Region~~Agreement ~~3, Chile.~~Stiles ~~This~~will ~~property,~~prepare ~~which~~and ~~consists~~submit ofproposed ~~approximately~~annual ~~300~~work ~~hectares~~programs ~~of exploration~~and ~~concessions,~~accompanying isbudgets ~~road-accessible~~to ~~and~~Peru ~~was~~SRL ~~previously~~covering ~~explored in~~ the ~~mid-1990's~~ ~~through~~exploration ~~geophysical~~and, ~~methods~~if warranted, ~~sampling~~development ~~and~~of ~~drilling~~certain bymineral ~~Empresa Nacional~~concessions deheld ~~Mineria~~by ~~("ENAMI")~~Peru aSRL. Stiles ~~Chilean~~will ~~nationally-owned~~provide ~~mining~~comprehensive ~~enterprise.~~management ~~The Guanaca~~services ~~Lease~~and iscontract for atransportation, ~~term~~labor, ofinsurance ~~5 years~~ and islogistical ~~renewable~~services ~~automatically~~ for ~~additional~~ ~~5-year~~all ~~periods~~approved programs. Stiles' ~~The~~overhead ~~owners~~reimbursement ofand ~~the~~compensation Lawill ~~Guanaca~~be ~~property~~specified ~~will~~in ~~receive US$2,000~~each ~~per~~proposed ~~month~~budget inand ~~cash~~subject ~~during~~to ~~the~~approval ~~term~~by ofPeru ~~the agreement~~SRL.

14The Company, through Pacific LTDA, also executed a letter of intent dated September 9, 2009 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 (the "Yerbas Buenas LOI"). By letter agreement dated February 22, 2010, the Company agreed with Gareste to terminate the Yerbas Buenas LOI. In exchange for the release of this property back to Gareste, and in consideration of exploration efforts expended by the Company during the pendency of the Yerbas Buenas LOI, Gareste has agreed to convey to Pacific Copper a 2% Net Smelter Return royalty on mineral production from the property, capped at US$250,000.

~~PACIFIC~~Pacific ~~COPPER~~Copper ~~CORP~~Corp. through its Chilean subsidiary Pacific Copper Chile Limitada, entered into a mineral property acquisition agreement (AN"MPAA") ~~EXPLORATION~~with ~~STAGE~~Gareste ~~MINING~~to ~~COMPANY~~purchase the San Enrique property located in Atacama Region III, Chile and comprising 100 hectares. Gareste is the private Chilean limited liability partnership in which one of the Company's directors, Harold Gardner, is a 50% owner and co-managing partner. In consideration Pacific Copper was to issue 7 million shares of its capital stock and grant a 2% Net Smelter Return (NSR) ~~Condensed~~royalty ~~Notes~~to Gareste, capped at US$6 million, one half (1/2) of which can be repurchased by Pacific Copper or its subsidiary at any time prior to ~~Interim~~commencement ~~Consolidated~~of ~~Financial~~any ~~Statements~~commercial ~~July~~production 31by making a payment of US$2 million to Gareste. On February 22, 2010, the Company, its subsidiary Pacific Copper Chile Ltda. (~~Amounts~~"Pacific ~~expressed~~LTDA") and Gareste amended (the "Amendment") the MPAA. Under the terms of the Amendment, Gareste agreed to include in USthe ~~Dollars~~purchase additional mineral exploration concessions adjacent to San Enrique, comprising 160 hectares, and applications for another 2,000 hectares of adjacent concessions that overstake current concessions with senior rights in third-parties. The parties also extended the Closing Date of the MPAA to June 30, 2010 and granted and extended to Gareste a specific right of rescission ("Rescission Right") of the transaction, which after closing, and if exercised, would have obligated the Company and Pacific LTDA to convey the mineral titles back to Gareste if the Company does not raise and add to its treasury the net sum of US$1.6 million dollars within six (~~Unaudited-Prepared~~6) months of the Effective Date of the Amendment, or if US$1 million is not expended by ~~Management~~Pacific Copper Chile and the Company on the Property and related project overhead within eighteen (18) months of the Effective Date.

~~9. Commitments~~- ~~and Contingencies~~15 -~~Cont’d~~

OnPACIFIC ~~February~~COPPER 12, 2008, the Company’s subsidiary, Pacific LTDA, entered into an Operator Agreement (the “Chile Operator Agreement”) with Sociedad 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 50% owner and co-managing partner in Gareste.CORP
.
(AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

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”)9. Commitments ~~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.Contingencies-Cont'd

The ~~Company,~~share ~~through~~portion ~~Pacific LTDA, also executed a letter~~ of ~~intent~~ ~~dated~~the ~~September~~consideration 9,payable ~~2009~~by ~~with~~the ~~Gareste~~Company to ~~acquire~~the ~~its~~vendor, ~~interest~~under in the ~~“Yerbas~~ ~~Buenas”~~MPAA ~~oxide~~and ~~copper~~the ~~property~~Amendment, ~~located~~amounting ~~130~~to km7 ~~southeast~~million shares of the ~~city of Copiapo~~Company, ~~Atacama~~was ~~Region~~to ~~III,~~be ~~Chile~~placed ~~(the~~in ~~“Yerbas~~escrow ~~Buenas~~pending ~~LOI”).~~the Bysatisfaction ~~letter agreement~~of ~~dated~~closing ~~February~~conditions ~~22,~~and ~~2010,~~ the ~~Company~~further ~~agreed~~satisfaction ~~with~~of ~~Gareste to terminate~~ the ~~Yerbas~~conditions ~~Buenas~~that ~~LOI.~~would .otherwise Ingive ~~exchange~~rise ~~for~~to the ~~release~~Rescission ofRight. ~~this~~In ~~property~~the ~~back~~case ~~to Gareste,~~that ~~and~~the inRescission ~~consideration~~Right ofis ~~exploration~~exercised, ~~efforts~~Gareste ~~expended~~is byobligated ~~the~~to ~~Company during~~release ~~the~~from ~~pendency~~escrow ofand ~~the~~return ~~Yerbas~~any ~~Buenas~~share ~~LOI,~~consideration ~~Gareste~~received ~~has~~for ~~agreed~~this totransaction ~~convey~~back to ~~Pacific~~ ~~Copper~~the aCompany. 2%The ~~Net~~other ~~Smelter~~terms ~~Return~~of ~~royalty on mineral production from~~ the ~~property,~~ ~~capped~~MPAA atwere ~~US$250,000~~unchanged.

~~Pacific~~The ~~Copper~~parties ~~Corp.~~failed ~~through~~to ~~its~~close ~~Chilean~~the ~~subsidiary Pacific Copper Chile Limitada, entered into a mineral property acquisition agreement (“MPAA”) with Gareste to~~ purchase ~~the~~of San Enrique ~~property~~under ~~located in Atacama Region III, Chile and comprising 100 hectares. Gareste is~~ the ~~private~~terms ~~Chilean limited liability partnership in which one~~ of the Company’s directors, Harold Gardner, is a 50% owner and co-managing partner. In consideration Pacific Copper was to issue 7 million shares of its capital stock and grant a 2% Net Smelter Return (NSR) royalty to Gareste, capped at US$6 million, one half (1/2) of which can be repurchased by Pacific Copper or its subsidiary at any time prior to commencement of any commercial production by making a payment of US$2 million to Gareste. On February 22, 2010, the Company, its subsidiary Pacific Copper Chile Ltda. (“Pacific LTDA”) and Gareste amended ~~(the “Amendment”) the~~ MPAA. ~~Under~~by the terms of the Amendment, Gareste agreed to include in the purchase additional mineral exploration concessions adjacent to San Enrique, comprising 160 hectares, and applications for another 2,000 hectares of adjacent concessions that overstake current concessions with senior rights in third-parties. The parties also extended the Closing Date of the MPAA to June 30, 2010 ~~and granted and extended to Gareste a specific right of rescission (“Rescission Right”) of the transaction~~, ~~which after closing,~~ and ~~if exercised, would have obligated~~ the ~~Company~~ ~~and~~agreement ~~Pacific~~has ~~LTDA~~therefore tolapsed ~~convey the mineral titles back to Gareste if the Company does not raise~~ and ~~add~~has ~~to its treasury the net sum of US$1~~expired.6 million dollars within six (6) months of the Effective Date of the Amendment, or if US$1 million is not expended by Pacific Copper Chile and the Company on the Property and related project overhead within eighteen (18) months of the Effective Date.

15On January 20, 2010, the Company executed an engagement agreement with an agent to whom the Company agreed to pay a non-refundable work fee of $25,000 for a term of 6 months, plus a cash advance against expenses of $3,500. The agent was to endeavor to obtain up to $2.1 million in funding for the Company, on terms and conditions acceptable to the Company. The Company was to compensate the agent with a commission of 9% of the total amount of the financing and issue warrants equal to 10% of the total number of shares issued by the Company under the financing, with amounts advanced for the work fee to be adjusted against any commissions earned. As of the date of this report the agent failed to raise funding and the agreement has lapsed and expired.

~~PACIFIC COPPER CORP~~10. Related ~~(AN~~Party ~~EXPLORATION STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~Transactions

~~9. Commitments~~Three ~~and Contingencies-Cont’d~~month period ended January 31, 2011

The ~~share~~following ~~portion~~transactions ofwere ~~the~~undertaken ~~consideration~~in ~~payable by~~ the ~~Company to~~normal ~~the~~course ~~vendor, under the MPAA and the Amendment, amounting to 7 million shares~~ of ~~the~~operations ~~Company, was to be placed in escrow pending the satisfaction of closing conditions~~ and ~~the~~are ~~further~~measured ~~satisfaction~~at of the ~~conditions~~exchange ~~that would otherwise give rise to the Rescission Right. In the case that the Rescission Right is exercised~~amount, ~~Gareste~~which is ~~obligated to release from escrow and return any share consideration received for this transaction back to~~ the ~~Company.~~amount ~~The other terms~~ of ~~the~~consideration ~~MPAA~~established ~~remain~~and ~~unchanged.~~agreed ~~The parties failed~~ to ~~close the purchase of San Enrique under the terms of the amended MPAA~~ by ~~June 30, 2010, and~~ the ~~agreement has~~related ~~therefore lapsed and has expired~~parties.

OnA) A ~~January~~director ~~20,~~of ~~2010,~~ the Company ~~executed~~provided anconsulting ~~engagement agreement~~geological ~~with~~services ~~an agent~~ to ~~whom~~ the Company ~~agreed~~and ~~to pay~~ a ~~non-refundable~~total ~~work fee~~ of $2522,~~000 for a term of 6 months, plus a cash advance against expenses of $3,~~500. ~~The~~was ~~agent~~expensed ~~will endeavor~~ to ~~obtain~~a upprivate toCompany ~~$2.1~~with ~~million~~director in ~~funding~~common. ~~for the Company~~$226,500 onwas ~~terms~~owed ~~and conditions acceptable~~ to ~~the~~this ~~Company.~~private ~~The~~company ~~Company~~as ~~will compensate the agent with a commission~~ of 9%January ~~of the total amount of the financing and issue warrants equal to 10% of the total number of shares issued by the Company under the financing~~31, ~~with amounts advanced for the work fee to be adjusted against any commissions earned~~2011. ~~As of the date of this report the agreement has lapsed and expired.~~

~~10. Related Party Transactions~~B)

A director of the Company provided consulting services to the Company and a total of $22,500 was expensed to a private company with director in common. $425,867 was owed to this private company as of January 31, 2011 which also includes non-reimbursed expenses.

~~Nine month period ended July 31, 2010~~C)

The Company expensed $35,344 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. As of January 31, 2011, $281,125 was owed which also included non-reimbursed expenses.

~~The~~- ~~following~~16 ~~transactions were undertaken in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.~~-

A)PACIFIC ~~During~~COPPER the nine month period ended July 31, 2010, the Company expensed stock based compensation for $8,017 relating to the vesting of the stock options issued in years 2007 and 2008 to its director. B) A director of the Company provided consulting geological services to the Company and a total of $67,500 was charged by a private Company with director in common. $181,500 was owed to this private company as of July 31, 2010. C) A director of the Company provided consulting services to the Company and a total of $67,500 was charged by a private company with director in common. $366,038 was owed to this private company as of July 31, 2010 which also includes non-reimbursed expenses. D) The Company expensed $106,032 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. As of July 31, 2010, $205,602 was owed which also included non-reimbursed expenses.CORP
.
(AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

E)10. Related ~~The~~Party Company incurred a total of $179,952 to a private Chilean company that provides exploration services to the Company in Chile, and has a director in common, of which $631,907 was owed at July 31, 2010 with such costs recorded as project costs.Transactions-Cont'd

FD) The Company ~~owed~~incurred a total of $874,~~801~~511 to a private Chilean company that provides exploration services to the ~~CFO~~Company asin Chile, and has a director in common, of ~~July~~which $728,721 was owed at January 31, ~~2010~~2011 ~~for services~~with ~~rendered~~such tocosts ~~the~~recorded ~~Company~~as project costs.

16E) The Company owed $11,650 to the CFO as of January 31, 2011 for services rendered to the Company.

~~PACIFIC~~Three ~~COPPER~~month ~~CORP.~~period ~~(AN~~ended ~~EXPLORATION~~January ~~STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July~~ 31, 2010 ~~(Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~

~~11.~~The ~~Deferred~~following ~~Stock~~transactions ~~Compensation~~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.

InA) During ~~February~~the ~~2010,~~three ~~the~~month ~~Company~~period ~~issued~~ended ~~300~~January 31,~~000~~ ~~restricted~~2010, ~~common shares~~the toCompany aexpensed ~~consultant~~stock ~~valued~~based atcompensation for $308,~~000~~017 ~~pursuant~~relating to athe ~~consulting~~vesting ~~agreement for a period~~ of ~~service~~the ofstock 24options ~~months.~~issued ~~The~~in ~~Company~~years ~~has~~2007 ~~expensed~~and ~~$5,917~~2008 ~~during~~to ~~the nine~~its ~~month period ended July 31, 2010~~director.

~~12.~~B) A ~~Advances~~director of the Company provided consulting geological services to the Company and a ~~related~~total ~~party~~of $22,500 was expensed to a private Company with director in common. $136,500 was owed to this private company as of January 31, 2010.

Advances to a related party include a net receivable of $20,000, after providing a reserve for doubtful receivable for $120,166, advanced interest free against 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 $120,166 as a matter of prudence and caution due to the current unfavorable and challenging general economic conditions. Subsequent to the quarter, the related party repaid the amount of $20,000.C)

A director of the Company provided consulting services to the Company and a total of $22,500 was expensed to a private company with director in common. $302,041 was owed to this private company as of January 31, 2010 which also includes non-reimbursed expenses.

~~13. Advances from non-related parties~~D)

The Company expensed $35,344 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. As of January 31, 2010, $134,913 was owed which also included non-reimbursed expenses.

On June 20, 2008, the Company received an advance of $247,000 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 additional advances totaling $18,500 from this party during the twelve month period ended October 31, 2009. The Company received additional advances totaling $16,000 from this party during the three month period ended January 31, 2010 and $12,264 during the quarter ended April 30, 2010. The total amount due including interest as of July 31, 2010 is $343,968E)

The Secretary of the Company is an employee of Kriyah and was paid $10,283 by Kriyah, including payroll burden and benefits that was charged to the Company.

OnG) The ~~November 28, 2008, the~~ Company ~~received~~incurred ana ~~advance~~total of $~~100~~53,~~000~~464 ~~from~~to ~~another~~a ~~non~~private ~~related~~Chilean ~~party~~company ~~which~~that ~~bears~~provides ~~interest~~exploration atservices anto ~~annual~~the ~~rate of~~Company ~~10%~~in Chile, and ishas ~~due~~a ~~within~~director ~~twelve~~in ~~months~~common, ~~from~~of ~~receipt~~which ~~thereof.~~$505,419 ~~The~~was ~~total~~owed ~~amount due~~at asJanuary ~~of July~~ 31, 2010, ~~including~~with ~~interest~~such iscosts ~~$116,740~~recorded as project costs.

~~On February 17, 2009, the Company issued a promissory note (the “War Eagle Note”~~H) The ~~to War Eagle Mining~~ Company, ~~Inc.~~owed ~~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~~2,~~000~~432 ~~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,~~CFO ~~El Corral, La Mofralla and Venado projects (the Company’s South American oxide copper properties,~~ as ~~described~~of inJanuary ~~this report). In February 2009~~31, ~~War~~2010 ~~Eagle~~for ~~notified~~services ~~the~~rendered ~~Company~~relating ~~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~~year ~~Note to be a breach, has denied the security interest, and has reserved all of its legal rights~~2009. ~~The total amount due as of July 31, 2010, including interest is $128,684.~~

- 17 -

PACIFIC COPPER CORP~~. (AN EXPLORATION STAGE MINING COMPANY) Condensed Notes to Interim Consolidated Financial Statements July 31, 2010 (Amounts expressed in US Dollars) (Unaudited-Prepared by Management)~~
.
(AN EXPLORATION STAGE MINING COMPANY)
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

1411. ~~Convertible~~ Deferred ~~notes~~Stock Compensation

~~Convertible~~In ~~notes~~February ~~consist~~2010, of the ~~following~~Company asissued 300,000 restricted common shares to a consultant valued at $30,000 pursuant to a consulting agreement for a period of ~~July~~service of 24 months. The Company has expensed $3,750 during the period ended January 31, ~~2010:~~ 2011 leaving a balance of $16,583 included in stockholders' equity.

Net carrying
amount
a) $100,000 face value, 6% convertible note, due October 31, 2010 $ 87,050
b) $166,500 face value, 12% convertible note, due July 27, 2011 107,297
c) $20,000 face value, 12% convertible note, due October 26, 2011 11,337
205,684
12. Advances to a related party

a)Advances Onto ~~October~~a ~~27,~~related ~~2008,~~party ~~the~~include ~~Company issued~~ a ~~$100,000~~net ~~face value,~~receivable 6%of ~~convertible note~~$22, ~~due October 31~~100, ~~2010.~~after ~~The~~providing ~~principal~~a ~~amount~~reserve offor ~~the note~~doubtful ~~and~~receivable ~~interest~~for ~~is payable on October 31~~$83,065, ~~2010.~~advanced ~~While~~interest ~~the~~free ~~note~~against isdemand ~~outstanding, the~~promissory ~~investor~~notes ~~has~~to the ~~option~~Company torelated ~~convert~~through ~~the~~common ~~principal~~directors ~~balance~~ and ~~interest, into conversion units at a conversion price of $0~~management.16 The ~~per~~advance ~~unit.~~was ~~Each~~used ~~conversion~~to ~~unit is~~cover ~~convertible into one share of~~ common ~~stock~~business ~~and~~expenses ~~one~~between ~~warrant~~the totwo ~~purchase one share of common stock~~Companies. ~~Further,~~The ~~the~~Company ~~terms~~opted ofto ~~the~~create ~~convertible~~a ~~note~~reserve ~~provide~~ for ~~certain~~ ~~redemption features. If~~$83,065 inas ~~the~~a ~~event~~matter of ~~certain~~prudence ~~defaults~~and oncaution ~~the~~due ~~terms of the note, certain of which are indexed~~ to ~~equity risks,~~ the ~~holder~~current ~~can accelerate~~unfavorable ~~the~~and ~~payment~~challenging ofgeneral ~~outstanding~~economic ~~principal and interest~~conditions. The ~~financing transaction~~Company ~~also~~received ~~provided the holder with Additional Investment Rights (“AIR”) to purchase up to~~ $~~800~~22,~~000~~100 ~~face~~subsequent ~~value~~to ~~convertible notes under~~ the ~~same~~year ~~terms~~end ~~and conditions~~(see asnote ~~the~~16-subsequent ~~$100,000 convertible note.~~events)

~~The Company has evaluated the terms and conditions of the convertible note and the AIR under the guidance of ASC 815~~13. Advances ~~The~~from 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 ASC 815 and required bifurcation. Further, certain redemption features that are indexed to equity risks are not clearly and closely non-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.parties

~~PACIFIC~~On ~~COPPER~~November ~~CORP.~~28, ~~(AN~~2008, ~~EXPLORATION~~the ~~STAGE~~Company ~~MINING~~received ~~COMPANY)~~an ~~Condensed~~advance ~~Notes~~of to$100,000 ~~Interim~~from ~~Consolidated~~another ~~Financial~~non ~~Statements~~related ~~July~~party ~~31,~~which ~~2010~~bears ~~(Amounts~~interest ~~expressed~~at inan USannual ~~Dollars)~~rate ~~(Unaudited-Prepared~~of by10% ~~Management)~~and is due within twelve months from receipt thereof. The total amount due as of January 31, 2011, including interest is $141,281.

14On February 17, 2009, the Company issued a promissory note (the "War Eagle Note") to War Eagle Mining Company, Inc. ~~Convertible~~a ~~notes-Cont’d~~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 January 31, 2011, including interest is $136,247. The Company receive a letter from War Eagle dated October 21, 2010, demanding payment of the Note, and is currently in discussions with War Eagle to potentially resolve these issues.

~~Fair~~- ~~value~~18 of the compound embedded derivative and embedded warrants in the additional investment right were measured using the Monte Carlo Simulation technique. 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 ASC 470. 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. The amount is amortized using the effective interest method.-

~~The~~PACIFIC ~~derivative~~COPPER ~~liabilities~~CORP. as (AN ofEXPLORATION ~~July~~STAGE ~~31,~~MINING ~~2010 consisted of the~~COMPANY) ~~following:~~
Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

Derivative financial instrument
Compound embedded derivative 23,125
Additional investment rights -
23,125
14. Convertible notes

b)Convertible ~~On July 27, 2009, the Company issued 12% convertible~~ notes to ~~multiple~~consist ~~investors with an aggregate face value~~ of ~~$166,500. The principal amount of~~ the ~~notes~~following ~~and~~as ~~interest is payable on July 27, 2011. While the note is outstanding, the investor has the option to convert the principal balance and interest, into common stock at a fixed conversion price~~ of ~~$0.10.~~January ~~In the event of certain defaults on the terms of the note~~31, ~~certain of which are indexed to equity risks, the holder can accelerate the payment of outstanding principal and interest (the “Default Put”).~~2011:

The Company evaluated the notes for accounting purposes under ASC 815 and have determined that the conversion feature meets the conventional-convertible exemption and, accordingly, bifurcation and fair-value measurement of the conversion feature is not required. The notes were issued with a beneficial conversion feature, having a value of $49,950.

	Net carrying amount

a) $100,000 face value, 6% convertible note, due October 31, 2010	$	100,000
b) $166,500 face value, 12% convertible note, due July 27, 2011		133,986
c) $20,000 face value, 12% convertible note, due October 26, 2011		14,261
		248,247

Ina) ~~conjunction~~On ~~with~~October ~~the~~27, ~~offering~~2008, the Company issued ~~warrants~~a ~~to the~~$100,000 ~~investors~~face ~~indexed~~value, to6% 1convertible note,~~665~~ due October 31,~~000~~ ~~shares~~2010. The principal amount of ~~common~~the ~~stock~~note ~~with~~and aninterest ~~exercise~~is ~~price of~~payable ~~$0.25~~on ~~per~~October ~~share~~31, 2010. While ~~The~~the ~~fair~~note ~~value~~is ofoutstanding, the ~~warrants~~investor ~~was~~has ~~determined~~the option to beconvert ~~$86,414 using~~ the ~~Black-Scholes-Merton~~principal ~~valuation~~balance ~~technique~~ and ~~they~~interest, ~~were~~into ~~recorded~~conversion units at ~~their~~ ~~relative~~a ~~fair~~conversion ~~value~~price of $~~46,085~~0.16 inper ~~accordance~~unit. Each ~~with~~conversion ~~ASC~~unit ~~470.~~is Asconvertible ainto ~~result~~one share of ~~allocating~~ acommon ~~portion~~stock ofand ~~the~~one ~~proceeds~~warrant to ~~the~~purchase ~~warrants~~one ~~and~~share ~~the~~of ~~beneficial conversion~~common ~~feature~~stock. Further, the ~~notes~~terms ~~were recorded net~~ of athe ~~discount~~convertible ofnote ~~$98,024.~~provide ~~The beneficial~~for ~~conversion~~certain ~~feature~~redemption isfeatures. ~~recorded~~If, in ~~paid-in~~the ~~capital,~~event ~~and~~of ~~the~~certain ~~discount~~ defaults on the ~~notes~~terms ~~will~~of bethe ~~amortized~~note, ~~through~~certain ~~periodic~~of ~~charges~~which are indexed to ~~interest~~equity ~~expense~~risks, ~~over~~ the ~~term~~holder ofcan accelerate the ~~notes~~payment ~~using~~of ~~the~~outstanding ~~effective~~principal ~~interest~~and ~~method~~interest. The ~~Amortization~~financing oftransaction ~~debt discounts~~also ~~amounted~~provided the holder with Additional Investment Rights ("AIR") to purchase up to $29800,~~220~~000 ~~during~~face value convertible notes under the ~~nine~~same ~~month~~terms ~~period~~and ~~ended~~conditions ~~July~~as 31the $100, ~~2010~~000 convertible note.

c)The OnCompany ~~October~~has ~~26,~~evaluated ~~2009,~~ the ~~Company~~terms ~~issued~~and ~~12%~~conditions ~~convertible notes~~of tothe ~~two~~convertible ~~investors~~note ~~with~~and anthe ~~aggregate~~AIR ~~face~~under ~~value~~the guidance of ~~$20,000.~~ASC 815. The ~~principal amount~~embedded ofconversion ~~the~~option, ~~notes~~indexed ~~and~~to ~~interest~~a isshare ~~payable~~of onstock ~~October~~and 26a warrant, ~~2011~~does not meet the conventional convertible exemption. The ~~While~~warrant element of the ~~note is~~conversion ~~outstanding,~~unit does not otherwise fall within the ~~investor~~scope ~~has~~of the ~~option~~"indexed to ~~convert~~ the ~~principal~~company's ~~balance~~own stock" exemption provided in ASC 815 and ~~interest~~ required bifurcation. Further, ~~into~~certain ~~common~~redemption ~~stock~~features atthat aare ~~fixed~~indexed ~~conversion~~to ~~price~~equity ofrisks ~~$0.10.~~are Innot ~~the~~clearly ~~event of~~and ~~certain~~closely ~~defaults~~related onto the ~~terms~~host ofdebt agreement. Accordingly, a compound embedded derivative was bifurcated from the ~~note,~~contract ~~certain~~and ofhas ~~which~~been ~~are~~recorded ~~indexed~~as ~~to equity~~a ~~risks~~derivative liability. Similarly, the ~~holder~~AIR ~~can~~embodies ~~accelerate~~similar ~~the~~features ~~payment~~that ofdid ~~outstanding~~not ~~principal~~meet equity classification and ~~interest~~ (accordingly derivative liability classification of the ~~“Default~~compound ~~Put”)~~feature is also reflected in liabilities.

- 19 -

14. Convertible notes-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. The ~~Company~~common ~~evaluated~~share element of the ~~notes~~conversion ~~for~~option ~~accounting~~did ~~purposes~~not ~~under ASC~~require ~~815~~treatment ~~and~~as ~~have~~derivative ~~determined~~financial ~~that~~instruments, the Company was required to evaluate the feature as potentially embodying a beneficial conversion feature ~~meets~~under ~~the conventional-convertible~~ASC ~~exemption~~470. ~~and,~~A ~~accordingly,~~beneficial ~~bifurcation~~conversion ~~and~~feature is present when the fair- value ~~measurement~~ of the underlying common share exceeds the effective conversion ~~feature~~price isof ~~not~~the ~~required~~conversion option. The ~~notes~~effective ~~were~~conversion ~~issued with~~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, ~~having~~was apresent ~~value~~in the amount of $65,625 in the $100,000 face value convertible note. The amount is amortized using the effective interest method.

InThe ~~conjunction~~derivative ~~with~~liabilities ~~the~~as ~~offering the Company issued warrants to the investors indexed to 1,665,000 shares~~ of ~~common~~January ~~stock with an exercise price of $0.25 per share. The fair value of the warrants was determined to be $10~~31,~~380 using~~ ~~the~~2011 ~~Black-Scholes-Merton valuation technique~~ and ~~they~~October ~~were recorded at their relative fair value of $6~~31,~~014~~ in2010 ~~accordance~~consisted ~~with ASC 470. As a result~~ of ~~allocating~~ ~~a portion of~~ the proceeds to the warrants and the beneficial conversion feature, the notes were recorded net of a discount of $12,014. The beneficial conversion feature is recorded in paid-in capital, and the discount on the notes will be amortized through periodic charges to interest expense over the term of the notes using the effective interest method. Amortization of debt discounts amounted to $3,167 during the nine month period ended July 31, 2010.following:

15. Project expenses

	January 31, 2011	October 31, 2010
Derivative financial instrument
Compound embedded derivative	625	625
Additional investment rights	-
	625	625

~~During~~b) On July 27, 2009, the ~~nine~~Company ~~month~~issued ~~period~~12% ~~ended~~convertible notes to multiple investors with an aggregate face value of $166,500. The principal amount of the notes and interest is payable on July 3127, ~~2010~~2011. While the note is outstanding, the investor has the option to convert the principal balance and ~~2009~~interest, into common stock at a fixed conversion price of $0.10. In the ~~Company~~ ~~incurred~~event ~~project~~of ~~related~~certain ~~expenses~~defaults on the ~~following~~terms ~~mineral~~of ~~claims~~the ~~in Chile:~~note, certain of which are indexed to equity risks, the holder can accelerate the payment of outstanding principal and interest (the "Default Put").

		2010		2009
Cerro Blanco (Chile)	$	8,035	$	487
San Enrique (Chile)	$	714		-
Corral (Chile)		-	$	5,625
Carrera Pinto (Chile)	$	324	$	25,741
Carrizal (Chile)		-	$	29,363
La Mofralla (Chile)		-	$	2,609
La Guanaca (Chile)		-	$	4,803
Venapai (Chile)		-	$	155,382
Yerbas Buenas (Chile)		-	$	129,628
Site Administration	$	332,169	$	509,331
Total	$	341,242	$	862,969

~~The~~In ~~above~~conjunction ~~expenses~~with ~~include~~the ~~consulting~~offering the Company issued warrants to the investors indexed to 1,665,000 ~~claims~~shares of common stock with an exercise price of $0.25 per share. The fair value of the warrants was determined to be $86,414 ~~equipment rentals~~using the Black-Scholes-Merton valuation technique and they were recorded at their relative fair value of $46,085 ~~contract~~in ~~labor~~accordance with ASC 470. As a result of allocating a portion of the proceeds to the warrants and the beneficial conversion feature, ~~field~~the ~~wages~~notes were recorded net of a discount of $98,024. The ~~drilling~~beneficial conversion feature is recorded in paid-in capital, and ~~other~~the ~~project~~discount ~~related expenses~~on the notes will be amortized through periodic charges to interest expense over the term of the notes using the effective interest method. Amortization of debt discounts amounted to $14,085 during the period ended January 31, 2011.

16c) On October 26, 2009, the Company issued 12% convertible notes to two investors with an aggregate face value of $20,000. ~~General~~The principal amount of the notes and ~~administration~~interest ~~expenses~~is payable on October 26, 2011. While the note is outstanding, the investor has the option to convert the principal balance and interest, into common stock at a fixed conversion price of $0.10. 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 "Default Put").

~~General~~- ~~and~~20 ~~administration expense for the nine month period ended July 31, 2010 and 2009 include the following:~~-

2010 2009
Non-cash compensation expense relating to the issue of options and warrants $ 27,763 $ 274,429
Non cash expense relating to the amortization of deferred stock compensation relating to issue of stock to consultants $ 5,917 $ 145,833
Legal, accounting and audit $ 32,101 $ 126,890
Office, payroll and other general expenses $ 270,242 $ 418,004
Total $ 336,023 $ 965,156
PACIFIC COPPER CORP.
(AN EXPLORATION STAGE MINING COMPANY)

Condensed Notes to Interim Consolidated Financial Statements
January 31, 2011
(Amounts expressed in US Dollars)
(Unaudited-Prepared by Management)

2014. Convertible notes-Cont'd

~~PACIFIC~~The ~~COPPER~~Company ~~CORP.~~evaluated ~~(AN~~the ~~EXPLORATION~~notes ~~STAGE~~for ~~MINING~~accounting ~~COMPANY)~~purposes ~~Condensed~~under ~~Notes~~ASC to815 ~~Interim~~and ~~Consolidated~~have ~~Financial~~determined ~~Statements~~that ~~July~~the ~~31,~~conversion ~~2010~~feature ~~(Amounts~~meets ~~expressed~~the inconventional-convertible USexemption ~~Dollars)~~and, ~~(Unaudited~~accordingly, bifurcation and fair-~~Prepared~~value bymeasurement ~~Management)~~of the conversion feature is not required. The notes were issued with a beneficial conversion feature, having a value of $6,000.

17In conjunction with the offering the Company issued warrants to the investors indexed to 1,665,000 shares of common stock with an exercise price of $0.25 ~~Reclassifications~~per share. The fair value of the warrants was determined to be $10,380 using the Black-Scholes-Merton valuation technique and they were recorded at their relative fair value of $6,014 in accordance with ASC 470. As a result of allocating a portion of the proceeds to the warrants and the beneficial conversion feature, the notes were recorded net of a discount of $12,014. The beneficial conversion feature is recorded in paid-in capital, and the discount on the notes will be amortized through periodic charges to interest expense over the term of the notes using the effective interest method. Amortization of debt discounts amounted to $1,546 during the period ended January 31, 2011.

~~Certain amounts have been reclassified to conform to current period presentation~~15. Specifically the Company has adopted ASC TOPIC 810-Non-Controlling Interests in Consolidated Financial Statements. The objective of this Statement is to improve the relevance, comparability and transparency of the financial information that the Company provides. Reclassifications

18Certain amounts have been reclassified to conform to current period presentation. ~~Subsequent~~Specifically ~~Events~~the Company has adopted ASC TOPIC 810-Non-Controlling Interests in Consolidated Financial Statements. The objective of this Statement is to improve the relevance, comparability and transparency of the financial information that the Company provides.

16. Subsequent ~~to the quarter ended July 31, 2010, the Company received $20,000 from the related party which had a net receivable of $20,000.~~Events

21Subsequent to the fiscal year end, advances receivable from the related party for $22,100 was repaid.

~~ITEM~~On 2.February ~~MANAGEMENT’S~~3, ~~DISCUSSION~~2011, ~~AND~~the ~~ANALYSIS~~Board OFresolved ~~FINANCIAL~~to ~~CONDITION~~discontinue ~~AND~~exploration ~~RESULTS~~at OFthe ~~OPERATIONS~~Cerro Blanco project in Chile and instructed Pacific LTDA to let lapse all concession fees associated with this project, effectively dropping the claims.

~~Discussion~~- of21 ~~Operations & Financial Condition Three and Nine month Period ended July 31, 2010~~-

The Company is in the exploration stage and has not yet realized revenues from any operations. The Company has incurred a loss of $825,097 for the nine month period ended July 31, 2010. This loss includes a non-cash stock based compensation expense for $27,763. At July 31, 2010, the Company had an accumulated deficit during the exploration stage of $17,995,940. During the year ended October 31, 2008 the Company raised 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. The Company raised an additional $186,500 during the year ended October 31, 2009 from issue of convertible notes. ManagementMANAGEMENT'sS ~~plan~~DISCUSSION isAND toANALYSIS ~~continue raising capital through future equity or debt financing until it achieves profitable operations from mineral extraction activities.~~OF

AsFINANCIAL ofCONDITION ~~the~~AND ~~date~~RESULTS ofOF the filing of this report, the Company has very little cash. As of the quarter ended July 31, 2010, the Company’s current liabilities were $2,717,432 while current assets were $30,801. Management has taken steps to reduce or suspend operating costs. These steps include deferral of salaries for senior management, deferral of payments to consultants and service providers, and reduction or suspension of all exploration activities.OPERATION

~~Due~~FOR toTHE ~~current~~THREE ~~difficult~~MONTH ~~economic~~PERIOD ~~conditions~~ENDED ~~and~~JANUARY ~~increased competition among small mineral exploration stage companies for available sources of capital~~31, 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.2011

~~SELECTED~~Discussion ~~INFORMATION~~of Operations & Financial Condition Three months ended January 31, 2011

		Three months			Three months
		ended			ended
		July 31, 2010			July 31, 2009
Revenues	$	Nil		$	Nil
Net Loss attributable to Pacific Corp. stockholders	$	225,911		$	594,991
Loss per share-basic and diluted	$	(0.00	)	$	(0.01	)

The Company is in the exploration stage and has not yet realized revenues from any operations. The Company has incurred a loss of $222,093 for the three month period ended January 31, 2011. At January 31, 2011, the Company had an accumulated deficit during the exploration stage of $18,418,521. During the year ended October 31, 2008 the Company raised 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. The Company raised an additional $186,500 during the year ended October 31, 2009 from issue of convertible notes. The Company did not raise any share capital during the year ended October 31, 2010 or during the three months ended January 31, 2011. Management's plan is to continue raising additional funds through future equity or debt financing until it achieves profitable operations from mineral extraction activities. There is no assurance that we will be successful in obtaining such financing.

		Nine months			Nine months
		ended			ended
		July 31, 2010			July 31, 2009
Revenues	$	Nil		$	Nil
Net Loss attributable to Pacific Corp. Stockholders	$	825,034		$	1,958,462
Loss per share-basic and diluted	$	(0.02	)	$	(0.04	)

As of the date of the filing of this report, the Company has very little cash. As of the quarter ended January 31, 2011, the Company's current liabilities were $3,319,370 while current assets were $26,664. 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 reduction of all exploration activities.

		As at		As at
				October 31,
		July 31, 2010		2009
Total Assets	$	116,072	$	164,948
Total Liabilities	$	2,923,116	$	2,180,456
Cash dividends declared per share		Nil		Nil

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.

22SELECTED QUARTER INFORMATION

The total assets as of July 31, 2010 includes cash of $8,512, deferred financing costs of $2,289, advances to related party for $20,000, capital assets of $84,371 and mining claims for $900. The total assets as of October 31, 2009 include cash and cash equivalents of $9,349, prepaid expenses of $5,782, deferred financing costs for $4,023, advance to related party for $36,000, capital assets of $108,894 and mining claims for $900.

	January 31, 2011	January 31, 2010
Revenues	$Nil	$Nil
Net Loss attributable to Pacific Copper Corp. stockholders	$222,093	$306,029
Loss per share-basic and diluted	$ (0.00)	$(0.01)
Total Assets	$98,050	$132,428
Total Liabilities	$3,319,370	$2,432,099
Cash dividends declared per share	Nil	Nil

~~Revenues~~Total assets for the quarter ended January 31, 2011 include cash for $3,431, advances to related party for $22,100, deferred financing costs for $1,133, capital assets for $70,486 and mining claims for $900. For the quarter ended January 31, 2010, total assets includes include cash and cash equivalents for $23,863, prepaid expenses for $3,500, deferred financing costs for $3,445, capital assets for $100,720 and mining claims for $900.

~~No revenue was generated by the Company’s operations during the three and nine month period ended July 31, 2010 and July 31, 2009.~~Revenues

~~Net~~No ~~Loss~~revenue was generated by the Company's operations during the three month period ended January 31, 2011 and January 31, 2010.

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~~22 ~~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.

ToNet 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.Loss

The ~~significant~~Company's ~~components~~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 ~~contributed~~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 ~~total~~terms ~~operating~~of ~~expense~~property acquisition and budgeted exploration and development expenditures. Mineral property payments are ~~discussed~~expensed as ~~follows:~~incurred if the criteria for capitalization is not met.

~~(a) General~~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 ~~Administrative~~exploration ~~Expense~~costs which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties.

~~Included~~The insignificant ~~operating~~components ~~expenses for the nine month period ended July 31, 2010 is general and administrative expense~~ of ~~$336,023, as compared with $965,156 for the nine month period ended July 31, 2009. General and administrative~~ expense ~~represents~~that ~~approximately~~have ~~47.9%~~contributed ~~of the total operating expense for the nine month period ended July 31, 2010 as compared~~ to ~~51.5% of~~ the total operating ~~expenses for the nine month period ended July 31, 2009. This~~ expense ~~for~~are ~~the~~discussed ~~nine~~as ~~month period ended July 31, 2010 includes professional, consulting, office and general and non cash compensation expense relating to the issue of options and warrants for $27,763 (prior period~~follows: ~~$274,429)and non cash expense relating to the amortization of deferred stock compensation relating to issue of stock to consultants for $5,917 (prior period $145,833).~~

(ba) ~~Project~~ General and Administrative Expense

Included in operating expenses for the ~~nine~~three month period ended ~~July~~ January 31, ~~2010~~2011 is ~~project~~general ~~expenses~~and administrative expense of $~~341~~55,~~242~~800, as compared with $~~862~~142,~~969~~143 for the ~~nine~~ three month period ended ~~July~~January 31, ~~2009~~2010. General ~~Project~~and administrative expense represents approximately ~~48.6~~ 29.77% of the total operating expense for the ~~nine~~quarter ~~month~~ended ~~period~~January 31, 2011. This expense for the quarter ended ~~July~~January 31, ~~2010~~ as2011 ~~compared~~includes toprofessional, ~~46%~~consulting, ofoffice ~~the~~and ~~total~~general ~~operating~~and non cash compensation expense ~~for~~relating to the ~~nine~~issue ~~month~~of ~~period ended~~options ~~July~~and ~~31,~~warrants ~~2009.~~for ~~This~~$nil ~~expense~~(prior ~~includes~~period: ~~consulting~~$21,790)and ~~claims,~~non ~~equipment rentals,~~cash ~~contract~~expense ~~labor,~~relating ~~field~~to ~~wages,~~the ~~drilling~~amortization ~~and~~of ~~other~~deferred ~~project~~stock ~~related expenses~~compensation ~~incurred~~relating ~~during~~to ~~the~~issue ~~period~~of ~~primarily~~stock onto ~~the~~consultants ~~mineral~~for ~~claims~~$3,750 ~~in Chile~~(prior period $nil).

23 (b) Project Expense

~~(c)~~Included ~~Mineral~~in ~~claims acquisition~~operating ~~cost~~expenses for the three month period ended January 31, 2011 is project expenses of $125,912 as compared with $107,950 for the three month period ended January 31, 2010. Project expense represents approximately 67.18 % of the total operating expense for the three month period ended January 31, 2011. This expense includes consulting, claims, equipment rentals, contract labor, field wages, drilling and other project related expenses incurred during the quarter on the mineral claims in Chile.

(1c) OnMineral December 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL (“Pacific Peru”), 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~~cost relating to the exploration properties were expensed as the assets were considered impaired. 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 the mineral claim groups which will be acquired at the formal closing of the transaction to be material assets at this time, but our assessment may change after further work is done on the properties. Pursuant to the closing of this acquisition the Company through Pacific Peru, will acquire interests in three mineral claim groups (Don Javier, Tonalia and Tenospa) which were capitalized at $100 each.expense

~~Pursuant~~(1) On toDecember 17, 2007, Pacific Copper acquired Pacific Copper Peru SRL ("Pacific Peru"), a limited liability partnership organized under the ~~terms~~laws of Peru pursuant to the ~~Closing~~Share Exchange Agreement among the Company, Peru SRL and the former partners of ~~Pacific~~ Peru ~~must~~SRL ~~satisfy~~dated ~~certain~~as ~~post-closing~~of ~~items~~April 11, ~~prior~~2007, as amended (the "Peru Agreement"). Pursuant to the ~~release~~ Peru Agreement, the Company issued 4,850,000 shares of the Company's common stock (the "Peru Consideration Shares") ~~from~~to ~~escrow~~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 ~~date~~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 were expensed as the assets were considered impaired. 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 claim groups to be acquired in the transaction (Don Javier, Tonalia and Tenospa) to be material assets at this ~~report~~ time, but our assessment may change after further work is done on the properties. Pursuant to the closing of this acquisition the Company through Pacific Peru ~~Consideration~~will ~~Shares~~acquire ~~remain~~interests in ~~escrow~~these mineral claim groups which were capitalized at $100 each.

~~(2)~~- On23 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~~Pursuant ~~Pinto~~to ~~Carrizal~~the ~~Cerro Blanco~~terms Laof ~~Guanaca~~the Closing Agreement, the former partners of Pacific Peru 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.

~~The~~(2) On ~~conditions~~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 ~~have~~entered ~~been~~into ~~satisfied~~as ~~or waived~~of April 11, 2007 (the "Chile Agreement"), as amended, between the Company and the former partners of Pacific LTDA. Pursuant to the Chile ~~Consideration~~Agreement ~~shares~~the ~~were~~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 ~~2009~~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:

~~Liquidity~~Carrera ~~and~~Pinto Carrizal Cerro ~~Capital~~Blanco La ~~Resources~~Guanaca

The ~~following~~conditions ~~table~~under ~~summarizes~~ the ~~company’s~~Chile ~~cash~~Agreement ~~flows~~have ~~and cash~~been insatisfied ~~hand~~or ~~as of July 31, 2010:~~waived

, and the Chile Consideration shares were issued to the former partners of Pacific LTDA in 2009.

		July 31, 2010
Cash	$	8,512
Working capital (deficit)	$	(2,892,315	)
Cash used in operating activities	$	(27,934	)
Cash used in investing activities	$	nil
Cash provided by financing activities	$	28,264

On February 3, 2011, the Board resolved to discontinue exploration at the Cerro Blanco project and instructed Pacific LTDA to let lapse all concession fees associated with this project, effectively dropping these claims.

AsLiquidity ~~at July 31, 2010, the Company had a working capital deficit of $2,892,315. During the nine-month period ended July 31, 2010, the Company did not spend any funds on investment activity. The Plant~~ and ~~Equipment~~Capital ~~as on July 31, 2010 is $84,371.~~Resources

24The following table summarizes the company's cash flows and cash in hand as of January 31, 2011 and January 31, 2010:

Critical Accounting Policies

	January 31, 2011	January 31, 2010
Cash	$3,431	$23,863
Working capital (deficit)	$(3,292,706)	$(2,240,589)
Cash used in operating activities	$(2,138)	$(1,623)
Cash used in investing activities	$nil	$ nil
Cash provided by financing activities	$nil	$16,000

~~The~~As 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~~January ~~date~~31, ~~of the financial statements~~2011, the ~~reported~~Company ~~amount~~had ~~of revenues~~a ~~and~~working ~~expenses~~capital ~~during~~deficit ~~the reporting period and related disclosure~~ of ~~contingent~~ ~~assets and liabilities. On an ongoing basis~~$3, ~~we evaluate our estimates and judgments~~292,706. During To the ~~extent~~three-month ~~actual~~period ~~results~~ended ~~differ~~January ~~from those estimates~~31, ~~our future results of operations may be affected. Beside this critical accounting policy on use of estimates~~2011, ~~we believe~~ the ~~following critical~~Company ~~accounting~~did ~~policy~~not ~~affects~~spend ~~the~~any ~~preparation~~funds ofon ~~our~~investment ~~financial statements~~activity.

~~Acquisition,~~Critical ~~Exploration~~Accounting ~~and Evaluation Expenditures~~Policies

The ~~Company~~preparation isof anfinancial ~~exploration~~statements ~~stage~~in ~~mining~~accordance ~~company~~with ~~and~~accounting ~~has~~principles ~~not yet~~generally ~~realized~~accepted ~~any revenue from its operations. It is primarily engaged~~ in the ~~acquisition~~ ~~and~~United ~~exploration~~States ofrequires ~~mining~~us ~~properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are capitalized only if the Company is able~~ to ~~allocate~~make ~~any~~estimates ~~economic value beyond proven~~ and ~~probable reserves.~~assumptions ~~When it has been determined~~ that aaffect ~~mineral~~reported ~~property~~amounts ~~can be economically developed as a result~~ of ~~establishing~~assets ~~proven~~ and ~~probable~~liabilities ~~reserves,~~ at the ~~costs~~date ~~incurred~~of ~~to develop such property will be capitalized. For~~ the ~~purpose of preparing~~ financial ~~information~~statements, the ~~Company~~reported isamount ~~unable~~of torevenues ~~allocate any economic value beyond proven~~ and ~~probable~~expenses ~~reserves~~during ~~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~~reporting toperiod ~~add to the Company’s proven~~ and ~~probable~~related ~~reserves~~disclosure ~~are expensed until a final feasibility study demonstrating the existence~~ of ~~proven~~contingent assets and ~~probable reserves is completed~~liabilities. On Noan ~~costs~~ongoing ~~have been capitalized in the periods covered by these financial statements. Once capitalized~~basis, ~~such~~we ~~costs~~evaluate ~~will~~our beestimates ~~amortized~~and ~~using the units-of-production method over the estimated life of the probable reserve~~judgments. ~~Mineral~~ To ~~property acquisition costs will also be capitalized in accordance with~~ the ~~FASB~~extent ~~Emerging~~actual ~~Issues~~results ~~Task~~differ ~~Force~~from ~~("EITF")~~those ~~Issue~~estimates, ~~04-2~~our ~~when management has determined that probable~~ future ~~benefits~~results ~~consisting~~ of aoperations ~~contribution~~may ~~to future cash inflows have been identified and that adequate financial resources are available or are expected to~~ be ~~available~~affected. Beside asthis ~~required~~critical toaccounting ~~meet~~policy ~~the~~on ~~terms~~use of ~~property~~ ~~acquisition~~estimates, ~~and~~we ~~budgeted~~believe ~~exploration~~the ~~and~~following ~~development~~critical ~~expenditures. Mineral~~accounting ~~property~~policy ~~payments~~affects ~~are expensed as incurred if~~ the ~~criteria~~preparation ~~for capitalization~~of isour ~~not~~financial ~~met~~statements.

~~To date~~Acquisition, ~~mineral~~Exploration ~~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~~Evaluation ~~costs which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties.~~Expenditures

~~Off~~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-~~Balance~~of-production ~~Sheet~~method ~~Arrangement~~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.

~~The~~To ~~Company~~date, ~~had~~mineral noproperty ~~off-~~exploration ~~balance~~costs ~~sheet~~have ~~arrangements~~been expensed as incurred. As of ~~July 31~~the date of these financial statements, ~~2010~~the Company has incurred only property payments and ~~July~~exploration ~~31,~~costs ~~2009~~which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties.

~~Contractual~~- ~~Obligations~~24 ~~and Commercial Commitments~~-

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. 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 postOff-~~closing~~Balance ~~conditions.~~Sheet Arrangement

OnThe ~~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~~ had anno ~~initial two~~off-~~year~~ ~~term~~balance ~~that~~sheet ~~commenced~~arrangements onas ~~August 1, 2007 and continued through August 1, 2009. Under the terms~~ of ~~the~~January ~~Employment Agreement~~31, ~~the~~2011 ~~term~~and ~~was~~January ~~automatically renewed on August 1~~31, ~~2009, for another two years~~2010. 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.

25Contractual Obligations and Commercial Commitments

On ~~August~~April 2219, 2007, the Company ~~entered~~executed ~~into~~ an agreement ~~with Kriyah~~dated ~~Consultants~~as ~~LLC (“Kriyah”) for the performance~~ of ~~certain~~April ~~administrative and~~11, ~~management~~2007 ~~services.~~with ~~The~~David ~~Kriyah~~Hackman, ~~Agreement~~a ~~has~~director ~~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~~Company, ~~Kriyah received~~on anbehalf ~~initial payment~~ of ~~$57,504~~a ~~and~~corporation ~~was~~ to ~~receive~~be ~~payments~~formed ~~of $4000 each month thereafter. Commencing~~ in ~~January~~Peru ~~of 2009~~which, ~~this~~prior ~~amount was reduced~~ to ~~$2,500~~ ~~per month~~closing, ~~and~~would asthen ofown ~~March,~~certain ~~2009,~~mineral toclaims ~~$250~~located ~~per~~in ~~month~~Peru. On InDecember ~~order~~17, ~~to facilitate the retaining of Kriyah~~2007, ~~the~~Pacific ~~Company~~Copper ~~guaranteed~~completed ~~a lease agreement for~~ the ~~office~~acquisition ~~space~~of ~~used~~Peru ~~by Kriyah in Tucson~~SRL, ~~Arizona.~~pursuant ~~The~~to ~~Company’s maximum obligation under~~ the ~~lease~~Share ~~guarantee,~~Exchange asAgreement ofamong ~~July~~the 31Company, ~~2009,~~Peru isSRL ~~$212,774~~and in the ~~event~~ offormer apartners ~~lease~~of ~~default~~Peru ~~with~~SRL ~~full~~dated ~~acceleration~~as of ~~rent~~April 11, 2007. The ~~lease which was executed by War Eagle Mining Corporation~~4,850,000 ashares ~~Canadian corporation which at the time~~ of ~~execution was related to~~ the Company's ~~through~~ common ~~directors,~~stock ~~(“War Eagle”)~~issued ~~as Lessee, is now~~ in ~~default~~connection ~~and~~with ~~Kriyah~~the ~~subsequently~~closing ~~moved~~of ~~its~~this ~~office location.~~transaction ~~The~~are ~~War~~held ~~Eagle~~in ~~lease~~escrow issubject ~~also~~to ~~guaranteed by Zoro Mining Corp. (a related Company). Kriyah’s Manager, Andrew A. Brodkey, is also~~ the ~~President~~satisfaction ~~and CEO~~ of ~~the~~ ~~Company.~~certain ~~The~~post-closing ~~potential~~conditions, ~~liability~~which as ~~a result~~ of ~~this~~the ~~default~~date isof ~~not determinable at~~ this ~~time.~~Quarterly ~~Expense,~~Report ifhave ~~any,~~not ~~will~~been ~~be recorded in the period in which any liability becomes known~~completed.

On ~~September~~August 19, 2007, the Company ~~entered~~and ~~into~~Andrew aA. ~~Payroll Service~~Brodkey ~~Agreement~~executed ~~with~~an ~~Kriyah~~employment toagreement ~~administer~~pursuant ~~payroll~~to ~~and~~which ~~health~~the ~~insurance benefits~~Company toretained ~~Andrew A~~Mr. Brodkey, as President and ~~CEO~~Chief ofExecutive ~~the~~Officer. The ~~Company,~~Employment asAgreement ~~contemplated in~~had ~~his~~an ~~Employment~~initial ~~Agreement~~two-year ~~with~~term ~~the~~that ~~Company~~commenced ~~dated~~on August 1, 2007 (“and continued through August 1, 2009. Under the terms of the Employment Agreement~~”).~~, ~~The~~the ~~Company~~term ~~shall~~was ~~reimburse~~automatically ~~Kriyah~~renewed ~~monthly~~on August 1, 2009, for ~~all~~another ~~direct~~two ~~costs~~years. Mr. ~~for wages,~~Brodkey's ~~covered~~base bysalary ~~the~~is ~~Employment~~$132,000 ~~Agreement~~per ~~and~~year. Upon ~~health~~certain ~~benefits~~events ~~provided~~of ~~by Kriyah~~termination ~~and~~Mr. ~~invoiced~~Brodkey would be entitled to a maximum of one year's salary as a severance payment. Under the ~~Company~~employment ~~for~~agreement, Mr. Brodkey is permitted to pursue other business opportunities.

On ~~January~~August 2422, ~~2008,~~2007 the Company, ~~through~~entered ~~its~~into ~~subsidiary Pacific~~an ~~LTDA~~agreement ~~entered~~with ~~into~~Kriyah for the performance of certain administrative and management services. The Kriyah Agreement has an ~~exclusive~~initial ~~exploration,~~term ~~mining~~of two years and ~~exploitation agreement~~is (then automatically renewable. Either party may terminate the ~~"Guanaca~~Kriyah ~~Lease")~~Agreement ~~for~~upon 60 days prior written notice. Under the LaKriyah ~~Guanaca~~Agreement, ~~oxide~~Kriyah ~~copper~~received ~~project~~an ~~located northeast~~initial payment of ~~the~~$57,504 ~~town~~and was to receive payments of ~~Inca~~$4000 deeach ~~Oro,~~month ~~Chanaral~~thereafter. Commencing ~~Province~~in January of 2009, ~~Atacama~~this ~~Region~~amount 3was reduced to $2, ~~Chile.~~500 ~~This~~per ~~property~~month, ~~which~~and ~~consists~~as of ~~approximately~~March, ~~300~~2009, ~~hectares~~to $250 per month. In order to facilitate the retaining of ~~exploration~~ ~~concessions~~Kriyah, isthe ~~road-accessible~~Company ~~and~~guaranteed ~~was~~a ~~previously~~lease ~~explored~~agreement infor the ~~mid-1990~~ office space used by Kriyah in Tucson, Arizona. The Company's ~~through~~maximum ~~geophysical~~obligation ~~methods~~under the lease guarantee, ~~sampling~~as ~~and~~of ~~drilling~~July 31, 2009, is $212,774 in the event of a lease default with full acceleration of rent. The lease which was executed by ~~Empresa Nacional~~War deEagle ~~Mineria~~Mining Corporation, a Canadian corporation which at the time of execution was related to the Company through common directors, ("~~ENAMI~~War Eagle") aas ~~Chilean~~Lessee, ~~nationally-owned~~is ~~mining~~now ~~enterprise~~in default and Kriyah subsequently moved its office location. The ~~Guanaca~~ ~~Lease~~War Eagle lease is ~~for~~also guaranteed by Zoro Mining Corp. (a ~~term~~related ofCompany). Kriyah's 5Manager, ~~years~~Andrew ~~and~~A. Brodkey, is ~~renewable~~also ~~automatically~~the ~~for additional~~President ~~5-year~~and ~~periods~~CEO of the Company. The ~~owners~~potential liability as a result of ~~the~~this Ladefault ~~Guanaca~~is ~~property~~not ~~will~~determinable ~~receive US$2~~at this time. Expense,~~000~~ ~~per~~if ~~month~~any, inwill ~~cash~~be ~~during~~recorded in the ~~term~~period ofin ~~the~~which ~~agreement~~any liability becomes known.

On ~~February~~September 121, ~~2008~~2007, the Company’s ~~subsidiary, Pacific LTDA,~~ entered into ana ~~Operator~~Payroll ~~Agreement~~Service ~~(the “Chile Operator~~ Agreement”) with ~~Gareste Limitada,~~Kriyah aConsultants ~~limited~~LLC ~~liability partnership organized under the laws of Chile~~ (~~“Gareste”~~"Kriyah"). ~~Pursuant~~ to ~~the~~administer ~~Chile~~payroll ~~Operator Agreement Gareste will prepare~~ and ~~submit~~ ~~proposed~~health ~~annual~~insurance ~~work~~benefits ~~programs and accompanying budgets~~ to ~~Pacific~~Andrew ~~LTDA covering~~A. ~~the~~Brodkey, ~~exploration~~President and, ifCEO ~~warranted, development~~ of ~~certain~~the ~~mineral concessions~~Company, ~~held~~as bycontemplated ~~Pacific~~in ~~LTDA.~~his ~~Gareste~~Employment ~~will~~Agreement ~~provide~~with ~~comprehensive~~the ~~management services~~Company ~~and~~dated ~~contract~~August ~~for transportation~~1, ~~labor,~~2007 ~~insurance~~("Employment ~~and logistical services for all approved programs~~Agreement"). The ~~Gareste’s~~Company ~~overhead~~shall ~~reimbursement~~reimburse ~~and compensation~~Kriyah ~~will~~monthly befor ~~specified~~all indirect ~~each~~costs ~~proposed~~for ~~budget~~wages, ~~and~~covered ~~subject to approval~~ by ~~Pacific~~the ~~LTDA.~~Employment ~~The~~Agreement ~~Chile~~and ~~Operator~~health ~~Agreement~~benefits isprovided ~~terminable~~ by ~~either~~Kriyah ~~party~~and ~~upon 90-days’~~invoiced ~~prior~~to ~~notice. Harold Gardner, a member of~~ the Company’s ~~board~~for ~~of directors,~~Mr. ~~is a 50% owner and co-managing partner in Gareste~~Brodkey.

On ~~February~~January 1224, 2008, ~~The~~the Company’s, through its subsidiary, ~~Peru~~Pacific ~~SRL~~LTDA entered into an ~~Operator~~exclusive ~~Agreement~~exploration, mining and exploitation agreement (the ~~“Peru~~"Guanaca ~~Operator Agreement”~~Lease") ~~with~~for ~~Inversiones Mineras~~the ~~Stiles,~~La aGuanaca ~~limited~~oxide ~~liability~~copper ~~partnership~~project ~~organized~~located ~~under~~northeast of the ~~laws~~town of ~~Peru (“Stiles”).~~Inca ~~Pursuant~~de toOro, ~~the~~Chanaral ~~Peru~~Province, ~~Operator~~Atacama ~~Agreement~~Region ~~Stiles~~3, ~~will~~Chile. ~~prepare~~This ~~and submit~~property, ~~proposed~~which ~~annual~~consists ~~work~~of ~~programs~~approximately ~~and~~300 ~~accompanying~~hectares ~~budgets~~of toexploration ~~Peru~~concessions, ~~SRL covering~~is road-accessible and was previously explored in the ~~exploration~~mid-1990's ~~and,~~through ifgeophysical ~~warranted~~methods, ~~development~~sampling ofand ~~certain~~drilling ~~mineral concessions~~by ~~held~~Empresa byNacional ~~Peru~~de ~~SRL.~~Mineria ~~Stiles~~("ENAMI") ~~will~~a ~~provide~~Chilean ~~comprehensive~~nationally-owned ~~management services~~mining ~~and~~enterprise. The ~~contract~~Guanaca Lease is for ~~transportation,~~a ~~labor,~~term ~~insurance~~of 5 years and ~~logistical services~~is renewable automatically for ~~all~~additional ~~approved~~5-year ~~programs~~periods. The ~~Stiles’~~owners ~~overhead~~of ~~reimbursement~~the ~~and compensation~~La Guanaca property will bereceive ~~specified~~US$2,000 inper ~~each~~month ~~proposed~~in ~~budget~~cash ~~and~~during ~~subject~~the toterm ~~approval by~~of ~~Peru~~the ~~SRL~~agreement.

~~The~~- ~~Company,~~25 through Pacific LTDA, also executed a letter of intent dated September 9, 2009 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 (the “Yerbas Buenas LOI”). By letter agreement dated February 22, 2010, the Company agreed with Gareste to terminate the Yerbas Buenas LOI. .. In exchange for the release of this property back to Gareste, and in consideration of exploration efforts expended by the Company during the pendency of the Yerbas Buenas LOI, Gareste has agreed to convey to Pacific Copper a 2% Net Smelter Return royalty on mineral production from the property, capped at US$250,000.-

26On February 12, 2008, the Company's subsidiary, Pacific LTDA, entered into an Operator Agreement (the "Chile Operator Agreement") with Sociedad 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 50% owner and co-managing partner in Gareste.

~~Pacific~~On ~~Copper~~February ~~Corp.~~12, ~~through~~2008 ~~its~~The ~~Chilean~~Company's subsidiary, ~~Pacific Copper~~Peru ~~Chile~~SRL ~~Limitada,~~ entered into aan ~~mineral~~Operator ~~property~~Agreement ~~acquisition agreement~~ (~~“MPAA”) with Gareste Limitada to purchase~~ the ~~San~~"Peru ~~Enrique~~Operator ~~property located in Atacama Region III, Chile and comprising 100 hectares. In consideration Pacific Copper was to issue 7 million shares of its capital stock and grant a 2% Net Smelter Return (NSR~~Agreement") ~~royalty~~with toInversiones ~~Gareste~~Mineras ~~Limitada~~Stiles, ~~capped at US$6 million, one half (1/2) of which can be repurchased by Pacific Copper or its subsidiary at any time prior to commencement of any commercial production by making~~ a ~~payment of~~limited ~~US$2~~liability ~~million~~partnership toorganized ~~Gareste~~under ~~Limitada. On February 22, 2010,~~ the ~~Company,~~laws ~~its subsidiary~~of ~~Pacific~~Peru ~~Copper Chile Ltda.~~ (~~“Pacific LTDA”~~"Stiles")~~, and Sociedad Gareste Limitada (“Gareste”) amended (the “Amendment”) the MPAA~~. Pursuant ~~Gareste~~to is the ~~private Chilean~~Peru ~~limited~~Operator ~~liability~~Agreement ~~partnership~~Stiles inwill ~~which~~prepare ~~one~~and ofsubmit ~~the~~proposed ~~Company’s~~annual ~~directors, Harold~~work ~~Gardner,~~programs ~~is a 50% owner~~ and ~~co-managing~~accompanying ~~partner.~~budgets ~~Under~~to ~~the~~Peru ~~terms~~SRL ofcovering the ~~Amendment,~~ ~~Gareste agreed to include in the purchase additional mineral~~ exploration ~~concessions adjacent to San Enrique~~and, ~~comprising~~if ~~160 hectares~~warranted, ~~and applications~~development ~~for another 2,000 hectares~~ of ~~adjacent~~certain ~~concessions~~mineral ~~that overstake current~~ concessions ~~with~~held ~~senior~~by ~~rights~~Peru ~~in third-parties~~SRL. Stiles ~~The~~will ~~parties~~provide ~~also extended~~comprehensive ~~the~~management ~~Closing~~services ~~Date~~and ofcontract ~~the~~for ~~MPAA~~transportation, ~~to June 30~~labor, ~~2010~~insurance and ~~granted~~logistical ~~and~~services ~~extended to~~for ~~Gareste~~all aapproved ~~specific~~programs. Stiles' ~~right~~overhead ofreimbursement ~~rescission (“Rescission Right”) of the transaction, which after closing,~~ and ifcompensation ~~exercised,~~ will ~~obligate~~be ~~the~~specified ~~Company and~~in ~~Pacific~~each ~~LTDA~~proposed tobudget ~~convey the mineral titles back to Gareste if the Company does not raise~~ and ~~add~~subject to ~~its~~approval ~~treasury the net sum of US$1.6 million dollars within six (6) months of the Effective Date of the Amendment, or if US$1 million is not expended~~ by ~~Pacific~~Peru ~~Copper Chile and the Company on the Property and related project overhead within eighteen (18) months of the Effective Date~~SRL.

The ~~share~~Company, through ~~portion~~Pacific LTDA, also executed a letter of ~~the~~intent ~~consideration~~dated ~~payable~~September by9, ~~the~~2009 ~~Company~~ with Gareste to ~~the~~acquire ~~vendor,~~its ~~under~~interest in the ~~MPAA~~"Yerbas ~~and~~Buenas" ~~the~~oxide ~~Amendment,~~copper ~~amounting~~property tolocated 7130 ~~million~~km ~~shares~~ southeast of the ~~Company,~~city ~~was~~of toCopiapo, beAtacama ~~placed~~Region inIII, ~~escrow~~Chile ~~pending~~ (the ~~satisfaction~~"Yerbas ofBuenas ~~closing conditions~~LOI"). ~~and~~By ~~the~~letter ~~further~~agreement ~~satisfaction~~dated ofFebruary ~~the~~22, ~~conditions~~2010, ~~that~~the ~~would~~Company ~~otherwise give~~agreed ~~rise~~with Gareste to terminate the ~~Rescission~~Yerbas ~~Right~~Buenas LOI. . In ~~the~~exchange ~~case~~for ~~that~~ the ~~Rescission~~release ~~Right~~of ~~is exercised,~~this ~~Gareste~~property isback ~~obligated~~ to ~~release~~Gareste, ~~from escrow~~ and ~~return~~in ~~any share~~ consideration ~~received~~of ~~for~~exploration ~~this~~efforts ~~transaction~~expended ~~back~~by to the Company. ~~The~~during ~~other~~the ~~terms~~ pendency of the ~~MPAA~~Yerbas ~~remain~~Buenas ~~unchanged.~~LOI, ~~The~~Gareste ~~parties~~has ~~failed~~agreed to ~~close~~convey ~~the~~to ~~purchase~~Pacific ofCopper ~~San Enrique~~a ~~under~~2% ~~the~~Net ~~terms~~Smelter ofReturn ~~the~~royalty ~~amended~~on ~~MPAA~~mineral byproduction ~~June~~from ~~30,~~the ~~2010~~property, ~~and~~capped ~~the~~at ~~agreement has therefore lapsed and has expired~~US$250,000.

OnPacific ~~January~~Copper ~~20,~~Corp. ~~2010~~through its Chilean subsidiary Pacific Copper Chile Limitada, ~~the~~entered ~~Company~~into ~~executed~~a anmineral ~~engagement~~ property acquisition agreement ("MPAA") with anGareste to ~~agent~~purchase tothe ~~whom~~San Enrique property located in Atacama Region III, Chile and comprising 100 hectares. Gareste is the ~~Company~~private ~~agreed~~Chilean tolimited ~~pay~~liability apartnership ~~non-refundable~~in ~~work fee~~which one of ~~$25~~the Company's directors,~~000~~ ~~for~~Harold Gardner, is a ~~term~~50% owner and co-managing partner. In consideration Pacific Copper was to issue 7 million shares of 6its ~~months,~~capital ~~plus~~stock and grant a ~~cash~~2% ~~advance~~Net ~~against~~Smelter ~~expenses~~Return of (NSR) royalty to Gareste, capped at US$36 million,~~500.~~ ~~The~~one ~~agent~~half ~~will~~(1/2) ~~endeavor~~of towhich ~~obtain~~can upbe repurchased by Pacific Copper or its subsidiary at any time prior to commencement of any commercial production by making a payment of US$2.1 million into ~~funding~~Gareste. ~~for~~On February 22, 2010, the Company, onits ~~terms~~subsidiary Pacific Copper Chile Ltda. ("Pacific LTDA") and ~~conditions~~Gareste ~~acceptable~~amended to(the "Amendment") the ~~Company~~MPAA. Under ~~The~~the ~~Company~~terms ~~will compensate~~of the ~~agent~~Amendment, ~~with~~Gareste aagreed ~~commission~~to ofinclude 9%in the purchase additional mineral exploration concessions adjacent to San Enrique, comprising 160 hectares, and applications for another 2,000 hectares of adjacent concessions that overstake current concessions with senior rights in third-parties. The parties also extended the ~~total~~Closing ~~amount~~Date of the ~~financing~~ ~~and~~MPAA ~~issue~~to ~~warrants~~June ~~equal~~30, 2010 and granted and extended to ~~10%~~Gareste a specific right of ~~the~~rescission ~~total~~("Rescission ~~number~~Right") of ~~shares~~the ~~issued by~~transaction, which after closing, and if exercised, would have obligated the Company ~~under~~and Pacific LTDA to convey the ~~financing,~~mineral ~~with~~titles ~~amounts~~back ~~advanced~~to ~~for~~Gareste if the ~~work~~Company ~~fee~~does not raise and add to ~~be adjusted~~its ~~against~~treasury ~~any~~the ~~commissions~~net ~~earned~~sum of US$1.6 Asmillion dollars within six (6) months of the ~~date~~Effective Date of ~~this~~the ~~report~~Amendment, ~~this agreement~~or ~~has~~if ~~lapsed~~US$1 million is not expended by Pacific Copper Chile and ~~expired~~the Company on the Property and related project overhead within eighteen (18) months of the Effective Date.

~~Subsequent~~The ~~Events~~share portion of the consideration payable by the Company to the vendor, under the MPAA and the Amendment, amounting to 7 million shares of the Company, was to be placed in escrow pending the satisfaction of closing conditions and the further satisfaction of the conditions that would otherwise give rise to the Rescission Right. In the case that the Rescission Right was exercised, Gareste would have been obligated to release from escrow and return any share consideration received for this transaction back to the Company. The other terms of the MPAA were unchanged.

~~Subsequent~~The parties failed to close the ~~quarter~~purchase ~~ended~~of ~~July~~San ~~31,~~Enrique ~~2010,~~under the ~~Company received~~terms ~~$20~~of the amended MPAA by June 30,~~000~~ ~~from~~2010, and the ~~related~~agreement ~~party~~has ~~which~~therefore ~~had~~lapsed aand ~~net~~has ~~receivable of $20,000~~expired.

~~ITEM~~On January 20, 2010, the Company executed an engagement agreement with an agent to whom the Company agreed to pay a non-refundable work fee of $25,000 for a term of 6 months, plus a cash advance against expenses of $3,500. ~~QUANTITATIVE~~The ~~AND~~agent ~~QUALITATIVE~~was ~~DISCLOSURES~~to ~~ABOUT~~endeavor ~~MARKET~~to ~~RISK~~obtain up to $2.1 million in funding for the Company, on terms and conditions acceptable to the Company. The Company was to compensate the agent with a commission of 9% of the total amount of the financing and issue warrants equal to 10% of the total number of shares issued by the Company under the financing, with amounts advanced for the work fee to be adjusted against any commissions earned. As of the date of this report the agreement has lapsed and expired.

~~Not~~- ~~applicable~~26 ~~because we are a smaller reporting company.~~ -

~~ITEM~~Subsequent ~~4. DISCLOSURE CONTROLS AND PROCEDURES~~Events

~~Based~~Subsequent onto ~~an evaluation our Chief Executive Officer and Chief Financial Officer conducted of~~ the ~~effectiveness~~fiscal ofyear ~~the design and operation of our disclosure controls and procedures~~end, asadvances ~~required~~receivable byfrom ~~Exchange~~the ~~Act~~related ~~Rule~~party ~~13a-15(e),~~for ~~they concluded that our disclosure controls and procedures were not effective as of July 31~~$22,100 ~~2010,~~was torepaid. ~~ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:~~

	1.	recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and
	2.	accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

InITEM ~~the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting~~3. ~~This~~QUANTITATIVE ~~material~~AND ~~weakness~~QUALITATIVE ~~consisted~~DISCLOSURES ofABOUT ~~inadequate~~MARKET staffing within the accounting operations of our company. The small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Management has added other compensating controls to reduce and minimize the risk of a material misstatement in the Company’s financial statements. Due to this material weakness, management concluded that its internal control over financial reporting was not effective as of July 31, 2010.RISK

~~During~~Not ~~the~~applicable ~~quarter~~because ~~ended~~we ~~July 31, 2010, there have been no changes to the Company’s internal controls over financial reporting that have materially affected, or~~ are ~~reasonably~~a ~~likely~~smaller ~~to materially affect, the Company’s internal control over financial~~ reporting company.

27ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES

~~PART~~Based IIon 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), ~~OTHER~~they ~~INFORMATION~~concluded that our disclosure controls and procedures were effective as of January 31, 2011, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are:

ITEM 1. LEGAL PROCEEDINGS

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

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

~~The~~During ~~Company~~the isquarter ~~not~~ended aJanuary ~~party~~31, to2011, ~~any~~there ~~pending~~have ~~legal~~been ~~proceeding~~no ~~or litigation~~changes ~~and~~to ~~none of~~ the Company’'s ~~property~~internal iscontrols over financial reporting that have materially affected, or are reasonably likely to materially affect, the ~~subject~~Company's ofinternal acontrol ~~pending~~over ~~legal proceeding~~financial reporting.

~~ITEM~~- ~~1A.~~27 ~~RISK FACTORS~~-

~~Risks~~PART ~~Related~~II: ToOTHER ~~Our Business~~INFORMATION

ITEM 1.: LEGAL ~~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.~~PROCEEDINGS:

~~Currently,~~The ~~the~~ Company ~~has~~is nonot ~~source~~a ofparty ~~revenue, and no commitments~~ to ~~obtain~~any ~~additional~~pending ~~financing.~~legal ~~The~~proceeding ~~Company~~or ~~will~~litigation ~~require~~and ~~significant additional~~none ~~working~~of ~~capital~~the ~~to carry out its exploration programs. The~~ Company ~~has~~'s noproperty ~~operating~~is ~~history~~the ~~upon~~subject ~~which an evaluation~~ of ~~its~~a ~~future~~pending ~~success~~legal ~~or failure can be made~~proceeding. ~~The ability to achieve and maintain profitability and positive cash flow is dependent upon:~~

~~further~~ITEM ~~exploration~~1A: RISK ~~of our properties and the results of that exploration;~~ FACTORS

~~raising~~Much of the ~~capital~~information ~~necessary~~included toin ~~conduct~~ this ~~exploration;~~report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of such statements.

~~raising~~Such ~~capital~~estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution readers of this report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to ~~fund~~differ materially from the results expressed in any such estimates, projections or other "forward looking statements". In evaluating us, our ~~exploration~~business and ~~develop~~any investment in our ~~properties~~business, readers should carefully consider the following factors.

~~Because~~Risks ~~the~~Related ~~Company has no operating revenue, it expects~~ to ~~incur~~ ~~operating~~Our ~~losses in future periods as it continues to spend funds to explore its properties. Failure to raise the necessary capital to continue exploration could cause the~~ Company ~~to go out of business.~~
2.We WEhave ~~WILL~~no ~~NEED~~source TOof ~~RAISE~~operating ~~ADDITIONAL~~revenue ~~FINANCING~~and TOexpect ~~COMPLETE FURTHER~~to ~~EXPLORATION~~incur significant expenses before establishing an operating company, if it is able to establish an operating company at all.

~~We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of our properties in South America. Furthermore~~Currently, ~~if the costs of our planned exploration programs are greater than anticipated,~~ we ~~may~~ have tono ~~seek additional~~source ~~funds~~of ~~through~~revenue, ~~public~~and ~~or private share offerings or arrangements with corporate partners. There can be~~ no ~~assurance~~commitments ~~that we will be successful in our efforts~~ to ~~raise~~obtain ~~these~~additional ~~require funds, or on terms satisfactory to us~~financing. We ~~The continued exploration of current and future mineral properties and the development of our business~~ will ~~depend~~require ~~upon~~significant ~~our~~additional ~~ability~~working tocapital ~~establish the commercial viability of our properties and~~ to ~~ultimately~~carry ~~develop~~out ~~cash~~its ~~flow~~exploration ~~from operations and reach profitable operations~~programs. We ~~currently are in the exploration stage and we~~ have no ~~revenue~~operating ~~from~~history ~~operations~~upon ~~and~~which we are experiencing significant negative cash flow. Accordingly, the only other sources of funds presently available to us are through the sale of equity. Alternatively, we may finance our business by offering an ~~interest~~evaluation ~~in any~~ of ~~our~~its ~~mineral~~future ~~properties~~success ~~to be earned by another party~~ or ~~parties~~failure ~~carrying~~can ~~out~~be ~~further exploration and development thereof or to obtain project or operating financing from financial institutions, neither of which is presently intended~~made. The Ifability ~~we are unable~~ to ~~obtain this~~achieve ~~additional financing, we will not be able to continue our exploration activities~~ and ~~our~~maintain ~~assessment~~profitability ~~of the commercial viability of our precious metal~~ and ~~mineral~~positive ~~properties.~~cash ~~Further,~~flow ~~if we are able to establish that development of our precious metal and mineral properties~~ is ~~commercially~~dependent viable, our inability to raise additional financing at this stage would result in our inability to place our mineral properties into production and recover our investment. We may not discover commercially exploitable quantities of precious metals or minerals on our properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration.upon:

~~Our~~- further ~~properties do not contain reserves in accordance with the definitions adopted by the Securities and Exchange Commission, and there is no assurance that any~~ exploration ~~programs that we out will establish reserves. All~~ of our ~~mineral~~ properties ~~are in the exploration stage as opposed to the development stage~~ and have no known body of economic mineralization. The known mineralization at these projects has not yet been determined, and may never be determined to be economic. We plan to conduct further exploration activities on our properties, which future exploration may include the ~~completion~~results of ~~feasibility~~ ~~studies necessary to evaluate whether a commercial mineable mineral exists on any of our properties. There is a substantial risk~~ that ~~these~~ exploration activities will not result in discoveries of commercially recoverable quantities of minerals. Any determination that our properties contain commercially recoverable quantities of minerals may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economic. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that our mineral properties can be commercially developed.;

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

~~3.. SUBSTANTIAL PORTIONS OF OUR SOUTH AMERICAN COPPER OXIDE EXPLORATION PROPERTY ASSETS HAVE BEEN PLEDGED TO SECURE A SHORT~~-~~TERM~~ raising ~~NOTE~~capital ~~AND COULD~~to BEfund ~~LOST~~our IFexploration WEand ~~CANNOT~~develop ~~REPAY~~our ~~THE NOTE~~properties.

OnBecause ~~February~~our ~~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 ano ~~face~~operating ~~amount of $155~~revenue,~~000.~~ ~~All~~we ~~amounts advanced~~expect ~~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 beincur ~~secured~~operating ~~by a~~losses ~~blanket security interest~~ in ~~all~~future ~~real,~~periods ~~personal,~~as ~~and~~we ~~intangible~~continue ~~interests~~to ~~of the~~spend ~~Company~~funds ~~associated~~to ~~with~~explore ~~each~~our ~~of the La Guanaca, El Corral, La Mofralla and Venado projects (the Company’s South American oxide copper~~ properties~~, as described herein)~~. Failure ~~The~~to ~~Company~~raise ~~has declared a breach by War Eagle under~~ the ~~War Eagle~~necessary ~~Note~~capital ~~for failure by War Eagle~~ to ~~fully~~continue ~~fund~~exploration ~~advances~~could ~~under~~cause ~~the~~our ~~War Eagle Note, and has denied the security interest. While the~~ Company ~~believes it has a strong legal position with respect~~ to ~~the~~go ~~dispute~~out ~~with~~of ~~War Eagle, it is possible that since the Company has not repaid the War Eagle Note on June 30, 2009 (the maturity date), it could lose its interest in the properties securing the War Eagle Note~~business. ~~(See Note 13 to the financial statements)~~

~~4..~~We ~~BECAUSE~~will OFneed ~~THE~~to ~~UNIQUE~~raise ~~DIFFICULTIES~~additional ~~AND~~financing ~~UNCERTAINTIES INHERENT~~to INcomplete ~~MINERAL~~further ~~EXPLORATION VENTURES AND CURRENT DETERIORATION IN EQUITY MARKETS, WE FACE A HIGH RISK OF BUSINESS FAILURE~~exploration.

~~Investors~~We ~~should~~will berequire ~~aware~~significant ofadditional ~~the~~financing ~~difficulties~~in ~~normally encountered~~order byto ~~new~~continue ~~mineral~~our exploration ~~companies~~activities and our assessment of the ~~high~~commercial ~~rate~~viability of ~~failure~~our ~~of such~~properties ~~enterprises~~in South America. ~~Our~~Furthermore, ~~prospects~~if the costs of our planned exploration programs are ~~further~~greater ~~complicated~~than byanticipated, awe ~~pronounced deterioration~~may inhave ~~equity~~to ~~markets~~seek ~~and~~additional ~~constriction~~funds inthrough ~~equity~~public ~~capital~~or ~~available~~private ~~to finance~~share ~~and~~offerings ~~maintain~~or ~~our~~arrangements ~~exploration~~with ~~activities~~corporate partners. ~~Our~~There ~~likelihood~~can ofbe ~~success~~no ~~must~~ assurance that we will be ~~considered~~successful in ~~light~~our efforts to raise these require funds, or on terms satisfactory to us. The continued exploration of current and future mineral properties and the ~~problems,~~development ~~expenses,~~of ~~difficulties,~~our ~~complications~~ business will depend upon our ability to establish the commercial viability of our properties and ~~delays~~to ~~encountered~~ultimately indevelop ~~connection~~cash ~~with~~flow from operations and reach profitable operations. We currently are in the exploration stage and we have no revenue from operations and we are experiencing significant negative cash flow. Accordingly, the only other sources of funds presently available to us are through the sale of equity. Alternatively, we may finance our business by offering an interest in any of our mineral properties ~~that~~to be earned by another party or parties carrying out further exploration and development thereof or to obtain project or operating financing from financial institutions, neither of which is presently intended. If we ~~plan~~are unable to ~~undertake~~obtain this additional financing, we will not be able to continue our exploration activities and our assessment of the ~~difficult~~commercial ~~economy~~viability of our precious metal and ~~market volatility~~mineral ~~that~~properties. Further, if we are ~~experiencing.~~able ~~Moreover~~to establish that development of our precious metal and mineral properties is commercially viable, ~~most~~our ~~exploration~~inability ~~projects~~to doraise ~~not~~ additional financing at this stage would result in ~~the~~our ~~discovery~~inability ofto place our mineral properties into production and recover our investment. We may not discover commercially ~~mineable~~exploitable ~~deposits~~quantities of precious metals or minerals on our properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration.

5.- ~~THE~~28 ~~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~~Our ofproperties ~~the~~do ~~Company’s~~not ~~officers~~contain orreserves ~~directors~~in ~~works~~accordance ~~for~~with the ~~Company~~ ondefinitions aadopted ~~full-time~~by ~~basis.~~the ~~The~~Securities ~~Company’s President~~ and ~~Chief~~Exchange ~~Executive Officer~~Commission, ~~Andrew~~and ~~Brodkey,~~there is ~~also~~no ~~the~~assurance ~~president~~that any exploration programs that we out will establish reserves. All of ~~two~~our ~~other~~mineral properties are in the exploration stage ~~mining~~ ~~companies~~as ~~and,~~opposed byto the ~~terms~~development stage and have no known body of ~~his~~economic ~~employment~~mineralization. ~~agreement~~The ~~with~~known ~~the~~mineralization ~~Company~~at these projects has not yet been determined, is ~~permitted~~and tomay ~~participate~~never inbe ~~other~~determined ~~mining~~to ~~related~~be ~~businesses~~economic. ~~Some~~We ofplan ~~our directors~~to ~~are~~conduct ~~officers~~further orexploration ~~directors~~activities ofon ~~other~~our ~~companies~~properties, inwhich ~~similar~~future exploration ~~businesses.~~ ~~Such~~may ~~business~~include ~~activities~~the ~~may~~completion beof ~~considered~~feasibility studies necessary to evaluate whether a ~~conflict~~commercial mineable mineral exists on any of ~~interest because~~our ~~these~~properties. ~~individuals~~There ~~must~~is ~~continually~~a ~~make~~substantial ~~decisions~~risk onthat ~~how~~these ~~much~~exploration activities will not result in discoveries of ~~their time~~commercially ~~they~~recoverable ~~will~~quantities ~~allocate~~of tominerals. ~~the~~Any ~~Company~~determination asthat ~~against~~our ~~their~~properties ~~other~~contain ~~business~~commercially ~~projects, which~~recoverable quantities of minerals may not be ~~competitive.~~reached ~~Also,~~until ~~the~~such ~~Company~~time ~~has~~that nofinal ~~key~~comprehensive ~~man~~feasibility ~~life~~studies ~~insurance~~have ~~policy on~~been ~~any~~concluded ofthat ~~its~~establish ~~senior~~that ~~management~~a orpotential ~~directors~~mine is likely to be economic. ~~The~~There ~~loss~~is ofa ~~one~~substantial orrisk ~~more~~that ofany ~~these officers~~preliminary or ~~directors~~final ~~could~~feasibility ~~adversely~~studies ~~affect~~carried ~~the~~out ~~ability~~by ofus ~~the~~will ~~Company~~not toresult ~~carry on~~in ~~business~~a positive determination that our mineral properties can be commercially developed.

6.Substantial ~~THE~~portions ~~COMPANY~~of ~~COULD~~our ~~ENCOUNTER~~South ~~REGULATORY~~American ~~AND~~copper ~~PERMITTING DELAYS~~oxide exploration property assets have been pledged to secure a short-term note and could be lost if we cannot repay the note.

~~The~~On ~~Company~~February ~~could~~17, ~~face~~2009, ~~further~~we ~~delays~~issued ina ~~obtaining~~promissory ~~title~~note (the "War Eagle Note") to ~~properties~~ 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 ~~contract~~the War Eagle Note are due and payable on June 30, 2009 with interest at 15% per annum. By its ~~subsidiary~~terms, the War Eagle Note was to be secured by a blanket security interest in ~~Peru~~all real, aspersonal, ~~well~~and asintangible ~~delays~~interests ~~in obtaining~~of ~~permits~~our toCompany ~~explore~~associated onwith each of the La Guanaca, El Corral, La Mofralla and Venado projects (our Company's South American oxide copper properties, ~~covered~~as described herein). We have declared a breach by ~~our~~War ~~claims~~Eagle orunder ~~permits~~ the War Eagle Note for failure by War Eagle to ~~develop~~fully fund advances under the ~~projects~~War Eagle Note, and have denied the security interest. While ~~Such~~we ~~delays~~believe ~~could~~we ~~jeopardize~~have ~~financing,~~a ifstrong ~~any~~legal position with respect to the dispute with War Eagle, it is ~~available~~ possible that since our Company has not repaid the War Eagle Note on June 30, ~~which~~2009 (the maturity date), it could ~~result~~lose its interest in ~~having~~the toproperties ~~delay~~securing orthe ~~abandon~~War ~~work~~Eagle onNote. ~~some~~(See orNote ~~all of~~13 to the ~~properties~~financial statements).

29Because 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.

7Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. ~~RISKS~~Our ~~ASSOCIATED~~prospects ~~WITH~~are ~~PROPERTIES~~further INcomplicated ~~SOUTH~~by ~~AMERICA~~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.

~~The~~Our Company is ~~currently~~highly ~~pursuing~~dependent ~~investments~~upon ~~and~~its ~~exploration projects~~officers ~~in Chile~~ and ~~Peru~~directors. Because ~~These~~of ~~investments~~their ~~and~~involvement ~~projects, as well as any other investments or projects made or undertaken~~ in ~~the future in~~ other ~~developing nations,~~similar ~~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~~be ~~or disrupt the projects~~competitors, ~~restrict~~they 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~~have ~~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~~conflict ~~country~~of ~~were halted, delayed or interfered with, the Company’s business could be adversely affected~~interest.

8None of our Company's officers or directors works for our Company on a full-time basis. Our ~~OUR~~President ~~EXPLORATION~~and ~~ACTIVITIES~~Chief ONExecutive ~~OUR~~Officer, ~~MINERAL~~Andrew ~~PROPERTIES~~Brodkey, ~~MAY~~is ~~NOT BE~~also ~~COMMERCIALLY~~the ~~SUCCESSFUL~~president of two other exploration stage mining companies and, ~~WHICH~~by ~~COULD~~the ~~LEAD~~terms USof TOhis ~~ABANDON~~employment ~~OUR~~agreement ~~PLANS~~with TOour ~~DEVELOP THE~~Company, ~~PROPERTY~~is ~~ANDOUR~~permitted ~~INVESTMENTS~~to INparticipate ~~EXPLORATION~~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 our Company as against their other business projects, which may be competitive. Also, we have no key man life insurance policy on any of our senior management or directors. The loss of one or more of these officers or directors could adversely affect the ability of our Company to carry on business.

Our ~~long-term~~Company ~~success~~could ~~depends~~encounter onregulatory our ability to establish commercially recoverable quantities of ore on our mineral properties that can then be developed into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and ~~is frequently~~permitting ~~non-productive~~delays. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of mineral exploration is determined in part by the following factors:

~~identification~~We ofcould ~~potential~~face ~~mineralization~~further ~~based~~delays in obtaining title to properties under contract with our subsidiary in Peru, as well as delays in obtaining permits to explore on ~~superficial~~the ~~analysis;~~ properties covered by our claims or permits to develop the projects. 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.

~~availability of government~~-~~granted~~ ~~exploration~~29 ~~permits;~~ -

~~the~~Risks ~~quality~~associated ofwith ~~management~~properties ~~and~~in ~~geological~~South ~~and technical expertise; and~~ America.

~~the~~We ~~capital~~are ~~available~~currently ~~for~~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 our Company's operations in a particular foreign country were halted, delayed or interfered with, our Company's business could be adversely affected.

~~Substantial~~Our ~~expenditures~~exploration ~~are~~activities ~~required~~on toour establish proven and probable reserves through drilling and analysis, to develop processes to extract minerals, and to develop the mining and processing facilities and infrastructure at any chosen site. Whether a mineral ~~deposit~~properties ~~will~~may not be commercially ~~viable depends on a number of factors~~successful, which ~~include,~~could ~~without~~lead ~~limitation,~~us ~~the particular attributes of the deposit, such as size, grade and proximity~~ to ~~infrastructure;~~ metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon ~~such~~our ~~investments~~plans ~~if it is unable~~ to ~~identify commercially~~develop ~~exploitable mineral reserves. The decision to abandon a project may reduce~~ the ~~trading~~property ~~price of our common stock~~ and ~~impair~~ our ~~ability~~investments ~~to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material~~ in ~~sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on~~ exploration ~~if we are not able to establish commercially recoverable quantities of precious metals or minerals on our properties~~.

9Our long-term success depends on our ability to establish commercially recoverable quantities of ore on our mineral properties that can then be developed into commercially viable mining operations. ~~OUR~~Mineral ~~BUSINESS~~exploration ISis ~~DIFFICULT~~highly TOspeculative ~~EVALUATE~~in ~~BECAUSE~~nature, WEinvolves ~~HAVE LIMITED~~many ~~OPERATING~~risks ~~HISTORY~~and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of mineral exploration is determined in part by the following factors:

In- ~~considering~~identification ~~whether~~of topotential ~~invest~~mineralization inbased ~~our common stock since there is only limited historical financial and operating information available~~ on ~~which~~superficial toanalysis; ~~base~~- ~~your~~availability ~~evaluation~~ of ~~our~~government-granted ~~performance.~~exploration Inpermits; ~~addition,~~- wethe ~~have~~quality ~~only recently~~of ~~acquired~~management orand ~~will~~geological ~~acquire~~and ~~our~~technical ~~primary~~expertise; ~~minerals~~and ~~exploration~~- ~~prospects located~~the incapital ~~South~~available ~~America~~for ~~with limited experience in early stage~~ exploration ~~efforts~~.

30Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop processes to extract minerals, and to develop the mining and processing facilities and infrastructure at any chosen site. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of precious metals or minerals on our properties.

~~10.~~Our WEbusiness ~~HAVE~~is Adifficult ~~HISTORY~~to OFevaluate ~~OPERATING~~because ~~LOSSES~~we ~~AND~~have ~~THERE~~limited ~~CAN~~operating ~~BE NO ASSURANCE WE WILL BE PROFITABLE IN THE FUTURE~~history.

WeIn ~~have~~considering awhether ~~history of operating losses, expect~~ to ~~continue~~invest ~~to incur losses, and may never be profitable, and we must be considered to be~~ in ~~the~~ ~~exploration~~our ~~stage.~~common ~~Further,~~stock wesince ~~have~~there ~~been~~is ~~dependent~~only onlimited ~~sales~~historical offinancial ~~our equity securities~~ and ~~debt~~operating ~~financing~~information toavailable ~~meet~~on ~~our~~which ~~cash requirements. We have incurred losses totaling approximately $17,995,940 from inception~~ to ~~July~~base ~~31,~~your ~~2010.~~evaluation As of ~~July~~ ~~31,~~our ~~2010, we had an accumulated deficit of $17,995,940~~performance. In ~~Further~~addition, we dohave ~~not expect~~only ~~positive~~recently ~~cash~~acquired ~~flow~~or ~~from operations in the near term. There is no assurance that actual cash requirements~~ will ~~not~~acquire ~~exceed~~ our ~~estimates.~~primary ~~In particular,~~minerals ~~additional~~exploration ~~capital~~prospects ~~may~~located ~~be required~~ in ~~the~~South ~~event~~America ~~that:~~with ~~(i)~~limited ~~the~~experience ~~costs to~~in ~~acquire~~early ~~additional~~stage ~~mineral~~ exploration ~~claims are more than we currently anticipate or (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations;~~efforts.

~~11.~~We ~~COSTS~~have ~~ASSOCIATED~~a ~~WITH~~history ~~ENVIRONMENT~~of ~~LIABILITIES~~operating ~~AND COMPLIANCE~~losses ~~MAY~~and ~~INCREASE~~there ~~WITH~~can ANbe ~~INCREASE~~no INassurance ~~FUTURE~~we ~~SCALE~~will ~~AND~~be ~~SCOPE~~profitable ~~OF OPERATIONS~~in the future.

We ~~believe~~have ~~that~~a ~~our~~history ~~operations~~of ~~currently~~operating ~~comply~~losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in ~~all material~~the ~~respects~~exploration stage. Further, ~~with~~we ~~all~~have ~~applicable~~been ~~environmental~~dependent ~~regulations~~on sales of our equity securities and debt financing to meet our cash requirements. ~~However~~We have incurred losses totaling $18,418,521 from inception to January 31, 2011. As of January 31, 2011, we ~~are~~ had an accumulated deficit of $18,418,521 and incurred losses of $222,093 during quarter ended January 31, 2011. Further, we do not ~~fully~~expect ~~insured~~positive atcash flow from operations in the ~~current~~near ~~date~~term. ~~against~~There ~~possible~~is ~~environmental risks~~no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate or (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations;

~~12.~~- ~~ANY~~30 ~~CHANGE IN GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY~~-

~~The~~Costs ~~laws,~~associated ~~regulations,~~with ~~policies~~environment orliabilities ~~current~~and ~~administrative practices~~compliance ~~of any government body, organization or regulatory agency in South America or any other applicable jurisdiction,~~ may beincrease ~~changed,~~with ~~applied~~an ~~or interpreted~~increase in afuture ~~manner~~scale ~~which~~and ~~will~~scope ~~fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto,~~ of ~~any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us~~operations. ~~Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.~~

31We believe that our operations currently comply, in all material respects, with all applicable environmental regulations. However, we are not fully insured at the current date against possible environmental risks.

13Any ~~OUR~~change ~~PLANNED~~in ~~MINERAL~~government ~~EXPLORATION~~regulation/administrative ~~EFFORTS~~practices ~~ARE~~may ~~HIGHLY SPECULATIVE;~~have WEa ~~HAVE~~negative ~~NOT~~impact ~~YET~~on ~~ESTABLISHED~~our ~~ANY~~ability ~~PROVEN~~to ORoperate ~~PROBABLE~~and ~~RESERVES~~our profitability.

~~Mineral~~The ~~exploration~~laws, isregulations, ~~highly~~policies ~~speculative.~~or Itcurrent ~~involves~~administrative ~~many risks~~practices ~~and~~of isany ~~often~~government ~~non-productive. Even if we believe we have found a valuable mineral deposit~~body, itorganization ~~may~~or beregulatory ~~several~~agency ~~years~~in ~~before~~South ~~production~~America isor ~~possible.~~any ~~During that~~other ~~time~~applicable jurisdiction, it may ~~become~~be ~~no longer feasible to produce those minerals for economic~~changed, ~~regulatory,~~applied ~~political,~~ or ~~other~~interpreted ~~reasons.~~in ~~Additionally,~~a wemanner ~~may~~which ~~be required~~will tofundamentally ~~make~~alter ~~substantial~~our ~~capital~~ability ~~expenditures and~~ to ~~construct~~carry ~~mining~~on ~~and processing facilities~~business. AsThe aactions, ~~result~~policies ofor ~~these~~regulations, ~~costs~~or ~~and~~changes ~~uncertainties~~thereto, weof ~~may~~any ~~be unable~~government tobody ~~start,~~ or ifregulatory ~~started~~agency, toor ~~finish~~other ~~our~~special ~~exploration~~interest ~~activities. In addition~~groups, wemay have ~~not~~a todetrimental ~~date~~effect ~~established~~on ~~any~~us. ~~proven~~Any or ~~probable~~all ~~reserves~~of onthese ~~our mining~~situations ~~properties~~may ~~and~~have ~~there~~a ~~can~~negative beimpact noon ~~assurance~~our ~~that~~ability ~~such~~to ~~reserves~~operate ~~will~~and/or ~~ever~~our ~~be established~~profitably.

~~14.~~Our ~~MINING~~planned ~~OPERATIONS~~mineral INexploration ~~GENERAL~~efforts ~~INVOLVE~~are Ahighly ~~HIGH~~speculative; ~~DEGREE~~we OFhave ~~RISK, WHICH~~not WEyet ~~MAY~~established BEany ~~UNABLE,~~proven ORor ~~MAY~~probable ~~NOT CHOOSE TO INSURE AGAINST~~reserves. .

~~Our~~Mineral ~~operations~~exploration ~~are~~is ~~subject~~highly tospeculative. It ~~all~~involves ofmany ~~the~~risks ~~hazards~~ and ~~risks normally~~is ~~encountered~~often innonproductive. Even ~~the~~if ~~exploration,~~we ~~development~~believe ~~and~~we ~~production~~have offound ~~minerals. These~~a ~~include~~valuable ~~unusual~~mineral ~~and unexpected geological formations~~deposit, ~~rock~~it ~~falls,~~may ~~flooding and~~be ~~other~~several ~~conditions~~years ~~involved~~before inproduction ~~the~~is ~~drilling~~possible. ~~and~~During ~~removal~~that ~~of material~~time, ~~any~~it ~~of which~~may ~~could~~become ~~result~~no inlonger ~~damage~~feasible to, orproduce ~~destruction~~those ~~of,~~minerals ~~mines~~for ~~and~~economic, ~~other~~regulatory, ~~producing facilities~~political, ~~damage to life~~ or ~~property,~~other ~~environmental damage and possible legal liability~~reasons. Additionally, ~~Although~~ we ~~plan~~may be required to make ~~take~~substantial ~~adequate~~capital ~~precautions~~expenditures and to ~~minimize~~construct ~~these risks,~~mining and ~~risks~~processing ~~associated~~facilities. As ~~with~~a result ~~equipment~~of ~~failure~~these orcosts ~~failure~~and ofuncertainties, ~~retaining~~we ~~dams which~~ may ~~result~~be inunable ~~environmental~~to ~~pollution~~start, ~~there~~or ~~can~~if bestarted, noto ~~assurance~~finish ~~that~~our ~~even with~~exploration ~~our~~activities. In ~~precautions~~addition, ~~damage~~we orhave ~~loss will~~ not ~~occur~~to ~~and~~date ~~that~~established weany ~~will~~proven ~~not~~or ~~be subject~~probable toreserves ~~liability~~on ~~which~~our ~~will~~mining ~~have~~properties aand ~~material~~there ~~adverse~~can ~~effect~~be onno ~~our~~assurance ~~business, results~~that ofsuch ~~operation~~reserves ~~and~~will ~~financial~~ever ~~condition~~be established.

~~15.~~Mining ~~BECAUSE~~operations OFin ~~THE~~general ~~INHERENT~~involve ~~DANGERS~~a ~~INVOLVED~~high INdegree ~~MINERAL EXPLORATION~~of risk, ~~THERE~~which ISwe Amay ~~RISK~~be ~~THAT~~unable, WEor ~~MAY~~may ~~INCUR~~not ~~LIABILITY~~choose ORto ~~DAMAGES~~insure ~~AS WE CONDUCT OUR BUSINESS~~against.

~~The~~Our ~~search~~operations ~~for~~are ~~valuable~~subject ~~minerals~~to ~~involves~~all ~~numerous~~of the hazards. ~~As a~~and ~~result,~~risks wenormally ~~may~~encountered ~~become~~in ~~subject~~the toexploration, ~~liability~~development ~~for~~and ~~such~~production ~~hazards~~of minerals. These include unusual and unexpected geological formations, ~~including pollution~~rock falls, ~~cave-ins~~flooding and other ~~hazards~~conditions involved ~~against~~in the drilling and removal of material, any of which wecould ~~cannot~~result in damage to, ~~insure~~or destruction of, mines and other producing facilities, damage to life or ~~against which~~property, environmental damage and possible legal liability. Although we ~~may~~plan ~~elect~~to ~~not~~take adequate precautions to ~~insure~~minimize ~~against.~~these Atrisks, ~~the~~and ~~present~~risks ~~time~~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 ~~may~~will not ~~have sufficient~~be ~~coverage~~subject to ~~insure~~liability which ~~against~~will ~~these~~have ~~hazards.~~a ~~Incurring~~material ~~such~~adverse ~~liabilities could~~effect ~~result~~on in our ~~going~~business, ~~out~~results of ~~business~~operation and financial condition.

~~16.~~Because ~~GOING~~of ~~CONCERN~~the ~~QUALIFICATION~~inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The ~~Company~~search ~~has~~for ~~included~~valuable aminerals ~~“going~~involves ~~concern”~~numerous ~~qualification~~hazards. inAs ~~the Consolidated~~a ~~Financial~~result, ~~Statements to the effect that~~ we ~~are~~may anbecome ~~exploration~~subject ~~stage company and have no established sources of revenue. In the event that we are unable~~ to ~~raise~~liability ~~additional~~for ~~capital~~such ~~and/or~~hazards, ~~locate~~including ~~mineral resources~~pollution, ~~and ultimately~~cave-ins ~~develop proven~~ and ~~probable~~other ~~reserves,~~hazards asagainst to which inwe ~~each~~cannot ~~case~~insure ~~there can~~or beagainst nowhich ~~assurance,~~ we may elect not ~~be able~~ to ~~continue~~insure ~~our operations~~against. InAt ~~addition,~~ the ~~existence~~present oftime, ~~the~~we ~~“going concern” qualification in our auditor's report~~ may ~~make~~ itnot ~~more~~have ~~difficult~~sufficient ~~for~~coverage us to ~~obtain~~insure ~~additional~~against ~~financing~~these hazards. Incurring Ifsuch weliabilities ~~are~~could ~~unable to~~result ~~obtain~~in ~~additional~~our ~~financing,~~going ~~you~~out ~~may lose all or part~~ of ~~your investment~~business.

~~17.~~Going ~~OUR~~Concern ~~BUSINESS IS AFFECTED BY CHANGES IN COMMODITY PRICES.~~Qualification

~~Our~~We ~~ability~~have included a "going concern" qualification in the Consolidated Financial Statements to ~~develop~~the ~~our~~effect ~~mineral~~that ~~properties~~we are an exploration stage company and ~~the~~have ~~future profitability~~no established sources of revenue. In the ~~Company~~event isthat ~~directly~~we ~~related~~are unable to ~~the~~raise ~~market~~additional ~~price~~capital ofand/or ~~certain minerals~~locate mineral resources, ~~including~~and ~~but~~ultimately develop proven and probable reserves, as to which in each case there can be no assurance, we may not ~~limited~~be able to ~~copper~~continue our operations. ~~The~~In ~~Company~~addition, isthe ~~negatively affected~~existence byof the ~~decline~~"going concern" qualification in ~~commodity~~our ~~prices~~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.

32Our Business is Affected by Changes in Commodity Prices.

~~Risks~~Our ~~Related~~ability Toto develop our mineral properties and the future profitability of our Company is directly related to the market price of certain minerals, including but not limited to copper. Our ~~Common~~Company ~~Stock~~is negatively affected by the decline in commodity prices.

~~18.~~- ~~OUR~~31 ~~COMMON STOCK IS A PENNY STOCK.~~-

~~Our~~Risks ~~Common~~Related ~~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~~our ~~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.
~~19.~~Our ~~ADDITIONAL~~Common ~~ISSUANCES~~Stock OFis ~~EQUITY~~a ~~SECURITIES~~Penny ~~MAY RESULT IN DILUTION OF OUR EXISTING STOCKHOLDERS~~ Stock.

Our ~~Articles~~Common ofStock ~~Incorporation~~is ~~authorize~~classified as a penny Stock, which is traded on the ~~issuance~~OTC ~~of 200~~Bulletin Board. As a result,~~000,000~~ ~~shares~~an investor may find it more difficult to dispose of ~~common~~or ~~stock~~obtain ~~and~~accurate ~~50,000,000~~quotations as to the price of the shares of ~~preferred~~the ~~stock~~Common Stock. In ~~The Board~~addition, ofthe ~~Directors~~"penny ~~has~~stock" rules adopted by the ~~authority~~Securities toand ~~issue~~Exchange ~~additional~~Commission subject the sale of the shares of ~~our~~the ~~capital stock~~Common Stock to ~~provide~~certain ~~additional~~regulations ~~financing~~which inimpose sales practice requirements on broker-dealers. For example, broker-dealers selling such securities must, prior to effecting the ~~future~~transaction, ~~and~~provide their customers with a document that discloses the ~~issuance~~risks of ~~any~~investing in such ~~shares~~ ~~may~~securities. ~~result~~Furthermore, inif athe ~~reduction~~person ofpurchasing the ~~book~~securities ~~value~~is someone other than an accredited investor or ~~market~~an ~~price~~established customer of the ~~outstanding~~ ~~shares~~broker-dealer, ofthe ~~our~~broker-dealer ~~common~~must ~~stock.~~also Ifapprove wethe dopotential ~~issue~~customer's ~~any~~account ~~such~~by ~~additional shares~~obtaining information concerning the customer's financial situation, ~~such~~investment ~~issuance~~experience ~~also~~and ~~will~~investment ~~cause~~objectives. The broker-dealer must also make a ~~reduction~~determination inwhether the ~~proportionate~~transaction ~~ownership~~ is suitable for the customer and ~~voting~~whether ~~power~~the ofcustomer ~~all~~has ~~other~~sufficient ~~stockholders.~~knowledge Asand aexperience ~~result~~in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such ~~dilution~~securities. Accordingly, ifthe ~~you acquire~~Commission's ~~shares~~rules may result in the limitation of ~~our~~the ~~common~~number ~~stock,~~of ~~your~~potential ~~proportionate~~purchasers ~~ownership~~of ~~interest~~the ~~and voting~~shares ~~power~~of ~~could~~the beCommon ~~decreased~~Stock. In ~~Further~~addition, ~~any~~the additional burdens imposed upon broker-dealers by such ~~issuances~~requirements ~~could~~may ~~result~~discourage broker-dealers from effecting transactions in ~~a change~~the Common Stock, which could severely limit the market of ~~control~~our Company's Common Stock.

~~20.~~Additional Aissuances ~~DECLINE~~of INequity ~~THE~~securities ~~PRICE~~may OFresult ~~OUR~~in ~~COMMON~~dilution ~~STOCK~~of ~~COULD~~our ~~AFFECT~~existing ~~OUR ABILITY TO RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS~~stockholders.

AOur ~~decline~~Articles inof Incorporation authorize the ~~price~~issuance of ~~our~~200,000,000 shares of common stock ~~could~~and ~~result~~50,000,000 inshares ~~a reduction~~of inpreferred ~~the~~stock. ~~liquidity~~The Board of ~~our~~Directors ~~common~~has ~~stock~~the ~~and~~authority ato ~~reduction~~issue inadditional shares of our ~~ability~~capital stock to ~~raise~~ provide additional ~~capital~~financing ~~for~~in ~~our~~the ~~operations.~~future ~~Since~~and ~~our~~the ~~operations~~issuance toof ~~date~~any ~~have been~~such ~~principally~~shares ~~financed~~may ~~through~~result ~~the~~in ~~sale~~a reduction of ~~equity~~the ~~securities,~~book avalue ~~decline~~or ~~in the~~market price of ~~our~~the ~~common~~outstanding ~~stock~~shares ~~could~~of ~~have~~our ancommon ~~adverse~~stock. ~~effect~~If ~~upon~~we ~~our~~do ~~liquidity and~~issue ~~our~~any ~~continued~~such ~~operations.~~additional Ashares, ~~reduction~~such inissuance ~~our~~also ~~ability~~will tocause ~~raise~~a ~~equity~~reduction ~~capital~~ in the ~~future~~proportionate ~~would~~ownership ~~have~~and avoting ~~material~~power ~~adverse~~of ~~effect~~all ~~upon~~other ~~our~~stockholders. ~~business~~As ~~plan~~a ~~and operations,~~result ~~including~~of ~~our~~such ~~ability~~dilution, toif ~~continue~~you ~~our~~acquire ~~current~~shares ~~operations.~~of If our ~~stock~~ ~~price~~common ~~declines~~stock, weyour ~~may~~proportionate ~~not~~ownership beinterest ~~able~~and tovoting ~~raise~~power ~~additional~~could ~~capital~~be ordecreased. ~~generate funds~~Further, ~~from~~any ~~operations~~such ~~sufficient~~issuances tocould ~~meet~~result ~~our~~in ~~obligations~~a change of control.

~~ITEM~~A 2.decline ~~UNREGISTERED~~in ~~SALES~~the OFprice ~~EQUITY~~of ~~SECURITIES~~our ~~AND~~common ~~USE~~stock OFcould ~~PROCEEDS~~affect our ability to raise further working capital and adversely impact our operations.

~~None~~A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Since our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

ITEM 3.2: UNREGISTERED ~~DEFAULTS~~SALES ~~UPON~~OF ~~SENIOR~~EQUITY SECURITIES AND USE OF PROCEEDS:

None.

ITEM 4.3: DEFAULTS ~~(REMOVED~~UPON ~~AND~~SENIOR ~~RESERVED)~~SECURITIES:

~~Not applicable~~ None.

ITEM 5.4: (REMOVED ~~OTHER~~AND ~~INFORMATION:~~RESERVED)

~~None~~ Not applicable.

ITEM 6.5: OTHER ~~EXHIBITS~~INFORMATION:

	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.

None.

33- 32 -

~~SIGNATURE~~ITEM 6: EXHIBITS & REPORTS ON FORM 8-K

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.

	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.

~~Date:~~- ~~September~~33 ~~17, 2010~~-

~~/s/ Andrew Brodkey Andrew Brodkey Chief Executive Officer~~SIGNATURE

~~/s/~~Pursuant ~~Rakesh Malhotra Rakesh~~to ~~Malhotra~~the requirements of the Securities and Exchange Act of 1934, ~~C.A.~~the ~~Chief~~Registrant ~~Financial~~has ~~Officer~~duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 22, 2011

/s/ Andrew Brodkey

Andrew Brodkey
Chief Executive Officer

/s/ Rakesh Malhotra

Rakesh Malhotra, C.A.
Chief Financial Officer

		July 31, 2010			October 31, 2009
			Accumulated			Accumulated
		Cost	Depreciation		Cost	Depreciation
		$	$		$	$
Office, furniture and fixtures		386	205		386	124
Computer equipment		6,529	3,958		6,529	3,212
Operating equipment		191,185	109,566		191,185	85,870
		198,100	113,729		198,100	89,206
Net carrying amount	$	84,371		$	108,894

	Number of		Exercise
	Warrants Granted		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	1,865,000		0.25		7/27/2011
Expired in year 2009	(3,085,000	)	(0.75	)
Expired in year 2009	(233,100	)	0.50
Outstanding at October 31, 2009 and average exercise price	5,661,604		0.43
Granted in 2010	-		-
Expired in year 2010	(2,008,356	)	(0.50	)
Outstanding at July 31, 2010 and average exercise price	3,653,248		0.39

		Net carrying
		amount
a) $100,000 face value, 6% convertible note, due October 31, 2010	$	87,050
b) $166,500 face value, 12% convertible note, due July 27, 2011		107,297
c) $20,000 face value, 12% convertible note, due October 26, 2011		11,337
		205,684

		2010		2009
Non-cash compensation expense relating to the issue of options and warrants	$	27,763	$	274,429
Non cash expense relating to the amortization of deferred stock compensation relating to issue of stock to consultants	$	5,917	$	145,833
Legal, accounting and audit	$	32,101	$	126,890
Office, payroll and other general expenses	$	270,242	$	418,004
Total	$	336,023	$	965,156

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