U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K





Mark One




x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2009





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from ______ to _______





Commission File No. 333-127388







Zoro Mining Corp.
(Exact name of registrant as specified in its charter)Nevada
N/A(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)3040 North Campbell Avenue #110
Tucson, Arizona 85719
(Address of principal executive offices)(520) 299-0390
(Issuer’s telephone number)Securities registered pursuant to Section
12(b) of the Act:
Name of each exchange on which
registered:NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock, $0.00001(Title of Class)





Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o




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





Yes xNo o





1





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 229.405 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 oNo o




Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. x




Indicate by check mark whether the registrant is a large accelerated filed, unaccelerated 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.




Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
x





Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x




State issuers revenues for its most recent fiscal year $ -0-.




State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. July 27, 2009: $1,647,509




ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS




N/A




Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes xNo o





APPLICABLE ONLY TO CORPORATE REGISTRANTS





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




Class
Outstanding as of  July 27, 2009Common Stock, $0.00001
4,345,014*




*Decreased from 86,900,400 shares of common stock to 4,345,014 shares of common stock based upon the reverse stock split of one new share for each twenty old shares issued and outstanding effected on the market as of April 22, 2009.




DOCUMENTS INCORPORATED BY REFERENCE




If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c)
of the Securities Act of 1933 (the “Securities Act”). The listed documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1990).


N/A




Transitional Small Business Disclosure Format (Check one): Yes oNo x




2


ZORO MINING CORP.


Form 10-K




INDEX




Item 1.
Business
4Item 1A.
Risk Factors
14Item 1B
Unresolved Staff Comments
19Item 2
Properties
19Item 3.
Legal Proceedings
20Item 4
Submission of Matters to a Vote of Security Holders
20Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
20Item 6
Selected Financial Data
22Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operation
23Item 7A
Quantity and Qualitative Disclosure About Market Risks
26Item 8.
Financial Statements and Supplemental Data
27Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
28Item 9A.
Controls and Procedures
28Item 9A(T)
Controls and Procedures
30Item 9B.
Other Information
30Item 10
Directors, Executive Officers and Corporate Governance
30Item 11.
Executive Compensation
33Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
35Item 13
Certain Relationships and Related Transactions and Director Compensation
36Item 14
Principal Accountant Fees and Services
36Item 15
Exhibits and Financial Statement Schedules
37


























3


Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as
"may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties
and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.





Available Information





Zoro Mining Corp. files annual, quarterly, current reports, proxy statements, and other information with the Securities and Exchange Commission (the “Commission”). You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the Commission at the Commission’s Public Reference
Room, 450 Fifth Street, N.W., Washington, D.C.  You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  You can also obtain copies of our Commission filings by going to the Commission’s website at http://www.sec.gov








PART I





ITEM 1. BUSINESS





BUSINESS DEVELOPMENT





Zoro Mining Corp. was incorporated under the laws of the State of Nevada on April 20, 2004 under the name “Rochdale Mining Corp”. Effective March 19, 2007, we merged with a wholly-owned subsidiary, Zoro Mining Corp., pursuant to Articles of merger filed with the Nevada Secretary of State. The merger was in the form of a parent/subsidiary
merger with Rochdale Mining Corp. as the surviving corporation. Upon completion of the merger, our corporate name was changed to “Zoro Mining Corp.” and our Articles of Incorporation were amended to reflect this name change. As of the date of this Annual Report, we are engaged in the acquisition and exploration of mineral properties located in South America and Mexico.  We currently have interests in an aggregate of approximately 32,234 gross acres located in Chile and Peru, and a further
6,822 gross acres located in Mexico, targeting gold, copper and platinum. After the effective date of our registration statement filed with the Securities and Exchange Commission (November 1, 2007), we commenced trading on the Over-the-Counter Bulletin Board. Our current symbol is “ZORM.OB”.





We have not established any proven or probable reserves on our mineral property interests. To date, we have been engaged primarily in organizational activities and have engaged in minimal exploratory drilling at one of our properties located in Chile. We plan to conduct exploration programs on our properties with the objective of ascertaining
whether any of our properties contain economic concentrations of minerals that are prospective for mining. As such, we are considered an exploration or exploratory stage company. Since we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of our properties, and a great deal of further exploration will be required before a final evaluation as to the economic feasibility of our properties is determined. We have no known reserves of gold, copper, platinum
or any other type of mineral on our properties.





Please note that throughout this Annual Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Zoro Mining," refers to Zoro Mining Corp.


Subsidiaries





During May 2007 through July 2007 and in accordance with applicable local laws and regulations in Chile, Peru and Mexico, we incorporated three wholly-owned subsidiaries in Chile, Peru and Mexico as follows: Sociedad Zoro Chile Limitada, in Chile, South America; Zoro Mining SAC, in Peru, South America; and Aravena Mexicana, SA in Mexico.
We have completed property transfers in Chile, and have prepared for the transfer of title to our property interests in Peru to Zoro Mining SAC pending payment of required fees.  Property transfers in Mexico are pending from Aravena Internacional SA to Aravena Mexicana SA in Mexico pending the payment of required fees.





Transfer Agent





Our transfer agent is Transfer Online, Inc. of 317 SW Alder Street, 2nd Floor, Portland, Oregon 97204.





4


ITEM 1. BUSINESS- continued





RECENT DEVELOPMENTS





April 2009 Reverse Stock Split





On March 20, 2009, our Board of Directors, pursuant to minutes of written consent in lieu of a special meeting, authorized and approved a reverse stock split of one new share for twenty old shares (1:20) of our total issued and outstanding shares of common stock (the “Reverse Stock Split”). Each of our shareholders holding twenty
shares of old common stock have received in lieu thereof one share of our new common stock.





The Reverse Stock Split was effectuated based on market conditions and upon a determination by our Board of Directors that the Reverse Stock Split was in our best interests and of the shareholders. The Board of Directors considered certain factors regarding the Reverse Stock Split including, but not limited to: (i) current trading price
of our shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of our common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; and (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.





The Reverse Stock Split was effectuated upon filing the appropriate documentation with the Financial Industry Regulation Authority (“FINRA”). The Reverse Stock Split decreased issued and outstanding shares of common stock from 86,900,400 to approximately 4,345,014 shares of common stock.





Certificate of Change to Authorized Capital





On April 22, 2009, our Board of Directors approved the filing with the Nevada Secretary of State a certificate of change to decrease our authorized capital structure commensurate with the decrease of our shares pursuant to the Reverse Stock Split. Therefore, as of the date of this Annual Report, our authorized capital structure has been
decreased from 3,600,000,000 shares of common stock to 180,000,000 shares of common stock of common stock, par value of $0.00001.





CURRENT BUSINESS OPERATIONS





We are a natural resource exploration company currently engaged in the exploration, acquisition and development of property located in South America and Mexico. We plan to conduct exploration programs on our properties with the objective of ascertaining whether any of our properties contain economic concentrations of minerals that are prospective
for mining. We currently have interests in an aggregate of approximately 27,294 net acres located in Chile, approximately 4,940 net acres in Peru, and a further 6,822 gross acres located in Mexico, targeting gold, copper and platinum.





Our current acreage and location of our property is summarized as follows:





Location
Project
Exploration Target
Concession AcresSonora, Mexico
The Las Animas Project
Gold, Copper
6,822Chile, South America
The Costa Rica Project
Gold, Copper
4,817Chile, South America
The Escondida Project
Gold, Platinum
5,063Chile, South America
The Rio Sur Project
Gold, Copper
2,840Chile, South America
Don Beno Project
Gold, Copper
14,574Peru, South America
The Yura Project
Gold
4,940Total Net Acreage:
39,056





MINERAL PROPERTY ACQUISITION AGREEMENT





In accordance with the terms and conditions of a certain Mineral Property Acquisition Agreement dated April 12, 2007 and effective on May 7, 2007 (the "Option Agreement"), as entered into among us and each of Eduardo Esteffan M., Fresia Sepulveda H., Eduardo Esteffan S., Gretchen Esteffan S., Claudio Esteffan S. and Integrity Capital Group,
LLC (collectively, the "Vendors"), the Vendors granted to us the sole and exclusive option (the "Option") to acquire a 100% undivided legal, beneficial and registerable interest in and to six separate unencumbered mineral property interests totaling approximately 39,787 gross acres located in Chile, Peru and Mexico and targeting potential gold, copper and platinum group prospects (collectively, the "Property").


5




ITEM 1. BUSINESS- continued




MINERAL PROPERTY ACQUISITION AGREEMENT




In order to complete the acquisition of the Property, three wholly-owned subsidiaries in each of Peru, Chile and Mexico were incorporated by us to beneficially hold property titles in each country in order to comply with all applicable laws relating thereto. As of the date of this Annual Report, all properties have been transferred to our respective wholly-owned subsidiaries in each of Chile, while Peru
Property related interests have been executed for transfer by the Vendors and have been submitted to Zoro’s Peruvian subsidiary’s (Zoro Mining SAC) property transfer notary to complete the transfer. Property transfers in Mexico are pending from Aravena Internacional SA to Aravena Mexicana SA in Mexico pending the payment of required fees.  In order to complete the acquisition of the Property, we further caused one of our existing founding shareholders to sell an aggregate of 35,500,000 restricted
shares of Common Stock held of record by such shareholder to the Vendors at an aggregate purchase price of U.S. $0.00001 per common share.




On May 18, 2007, we issued an aggregate 4,670,000 pre reverse split warrants to purchase shares of our restricted common stock at a price of $0.70 per share for an exercise term until May 18, 2009 for finders’ fees in connection with the Property, of which 808,500 pre reverse split warrants were issued to our Chief Executive Officer/President.   These
warrants have expired according to their terms at the date of this Annual Report.




As of the date of this Annual Report, we have paid and will continue to pay to, or on the Vendors' behalf, all underlying regulatory, maintenance, and governmental payments and assessment work required to keep the mineral property interests comprising the Property and any underlying option agreements respecting any of the mineral property
interests comprising the Property in good standing through the calendar year of 2009. The Company has been concentrating its exploration initiatives primarily in Peru on its 4,942 acre Yura gold prospect located near Arequipa, Peru and on its 14,830 acre Don Beno gold and copper project near Copiapo, Chile.





Impairment of Certain Acquisition Costs




The Company has impaired acquisition costs in the amount of $311,406 (net of deferred tax recovery of $160,423) during the year ended April 30, 2009 related to certain Mexican and Chilean properties not explored to date.  The decision to impair these
costs were based on management’s expectation of exploration priorities on certain of its targets in Chile and Peru, current financial market conditions, limited exploration budgets, and lack of explorations undertaken to date on certain properties acquired. The properties where acquisition costs were impaired included the Company’s Las Animas claims in Mexico, and Rio Sur and Costa Rica claims in Chile.  In addition, the Company has impaired acquisition costs in the amount of $164,988 (net
of deferred tax recovery of $56,096) during the year ended April 30, 2009 related to its Escondida, Chile property where annual claims renewal has not be completed, notwithstanding management’s intention to do so. The Company intends to keep all properties impaired during the year ended April 30, 2009 in good standing for future exploration and development.




Don Beno Property, Copiapó, Chile




As discussed above, we have acquired a 100% interest in approximately 14,574 acres of exploration properties which covers the Don Beno property, located in Atacama Region III, Chile. The Don Beno property group lies 100 kilometers south of Copiapó, via paved highway and improved roads. The Don Beno project is a grassroots exploration
target.




The Don Beno property group lies 100 kilometers south of Copiapo The properties are accessed by traveling south on the Pan American for approximately 80 kilometers, then traversing eastward for 20 kilometers along improved and maintained secondary roads. Travel time from Copiapo is about 1 hour and 15 minutes. Copiapo is the capital of
Chile's 3rd Region, with a population of approximately 150,000 people, and an operating base for many of the larger regional mining projects of such companies as Anglo American, Phelps Dodge, Barrick Gold, Codelco Chile, etc. Copiapo is served by as many as 8 daily flights from two airlines, including 4 flights a day to Santiago, and 2 flights per day to the north to both Antofagasta, and Iquique, which are Chile's largest mining centers.




As of September 9, 2008, we had completed Phase I, a 1930 meter (5,790 feet) diamond drilling program at Don Beno. This first-phase program included eight holes designed to drill initial targets identified from a geophysical I.P. survey finalized in April, 2008 by HydroGeophysics of Tucson, Arizona. The eight holes ranged in depth from
116 to 690 meters, and encountered mineralized sulfide zones which closely correlated to the interpretations of the two largest IP anomalies identified by the geophysical survey. The largest anomaly measured 2 by 4 km in size. In particular, one of the drill holes intersected over 200 meters of the Nantoco formation, a calcareous, volcaniclastic sedimentary black shale unit which is known to host gold and precious metal mineralization in the immediate area.  Assay results from Zoro’s Phase I diamond
drilling program are pending.









6




ITEM 1. BUSINESS- continued
  MINERAL PROPERTY ACQUISITION AGREEMENT- continued
  Geology
  The mineral properties cover a good portion of the basin of a former caldera formation which subsequently subsided. A resurgence occurred near the center of the caldera splitting the basin into an eastern and western portion of roughly equal area. The caldera lies near the center of a 100 kilometer long fault system trending NNE and along which thick
beds of limestone have surfaced through block faulting. The limestone formations are generally sequenced as horizontal beds each of which are several tens of meters in thickness. Some of the exposed formations are several hundred meters thick. The northern boundary of the limestone formation is best expressed near Pabellon, where the limestone forms a sequence several kilometers long and several hundred meters thick. The southern boundary is some 35 kilometers north of Vallenar, along the Pan American highway,
where the limestone beds up-thrust several hundred meters at the El Toro formation. Width of the limestone varies, with some exposures showing 10 kilometers or more in width.




Along this NNE trending system, the limestone has been cut in many areas by localized volcanics. Many of the areas on the western edge of the system have been heavily mineralized forming economic deposits of iron, copper, and silver. Beginning at the northern portion of the trend, we find the iron-copper skarn deposit at Candelaria (Phelps
Dodge). Working south, there are other skarn and copper deposits near the Los Bronces area. Then the high grade silver pluton which cuts the formation at Chanarcillo. The Bandurrias formation 8 kilometers to the north contains rich lodes of copper and silver.




The iron ore deposits at Cerro Colorado and Algarrobo are found at the southern end of the limestone trend. The limestone replacement silver mine, La Jaula mine, is found at Cerro El Toro. Ten kilometers to the southeast of Don Beno is the Corral copper prospect, which is a northeast trending syncline several kilometers long, interspersed
with bedded limestone, andesite, and sedimentary beds.




To the east of Don Beno is found the Los Zorros property group currently held by SAMEX. While exploring in the Los Zorros area, contiguous to us, they began to find anomalous copper and gold surface values. The focus of the exploration then changed to delineating a much more attractive target. Surface sampling and trenching has been carried
out at Los Zorros over a two year period, and has exposed potential high grade mineralized zones, the most prominent of which follow the regional NNE trend. Some of the delineated areas appear to be up to two kilometers in length.




The localized mineralization at Los Zorros is most probably related to the caldera action at Don Beno. The eastern half of the floor of the Don Beno caldera has the clearest indication of potential mineralized targets. The main target consist of an alternating sequence of dacitic and calcitic dikes, apparently near vertical, striking NNE
over a distance greater than 2 kilometers. The sequence of alternating dikes also appears to be from 1.5 to 2 kilometers in width. Local drainage runoff to the SW has cut the sequence into a series of low scarps, exposed to depths of 30 to 50 meters. The calcitic dikes appear to be re-mobilized from primary limestone, which undoubtedly underlies the entire formation as a basement unit. From the limited workings, economic gold values would appear to be more closely related to the calcitic dikes, most likely related
to iron mineralization of hydrothermal origin. Copper oxide was found in the fissures and fractures in a couple of dacitic dikes exposed by local mine workings.




The potential target zone of the eastern portion of Don Beno is 2,000 meters long by 2,000 meters wide, and should be at least 200 meters deep. Much of the area appears to be mineralized and can easily be trenched and sampled near surface to delineate potential drill targets.




The western portion of Don Beno contains a large number of calcitic dikes which have been hydro-thermally altered and on the surface carry low gold values. Most of the important formations appear to trend NNE, as do the calcitic dikes of interest. This area needs mapping and sampling in order to more clearly delineate the potential target
zone, but speculatively it appears to be similar in size to the eastern zone. It is also neighbor to the exploration going on at Los Zorros. The southwestern portion of the property claims encompasses an area of localized mudstones, of unknown depth. This may be a potential area of dissemination and a drill target. A low hill formation trending NNE over a short distance appears to be the boundary of the mudstones. A copper vein in the bottom portion of the hill, trending NNE has been mined along strike for a
distance of some 30 meters. Parallel structures up the hill would appear to be calcitic dikes.




Work Conducted During the Year Ended April 30, 2009




The Company concentrated to a great extent on exploration activities relating to the Don Beno Project in Chile during the year. Work conducted included the following:




·
Several hundred geochemical samples were taken both on a reconnaissance and grid basis.  Preliminary geological reports were compiled,




·
Surface anomalies were plotted on grid maps,




7




ITEM 1. BUSINESS- continued


MINERAL PROPERTY ACQUISITION AGREEMENT- continued




·
13 geophysical lines totaling nearly 40 kilometers were processed by Hydro-Geophysics of Tucson, Arizona for induced polarization and resistivity readings,




·
Several I.P. anomaly targets were discovered, including two near surface large anomalies, and several smaller anomalies at various sub-surface depths,




·
A 2,000 meter diamond coring drill program consisting of 8 drill holes was carried out from July, 2008 through September, 2008 to test the two large near surface anomalies,




·
Cuttings from two previous reverse air chip drill holes were partially logged and sampled,




·
Recovered core was field logged, and a few selected samples from each drill hole sent for preliminary analysis of precious and base metals,




·
A preliminary surface geological map was completed,




·
Four geologists participated in sampling, mapping, and core logging under the guidance of Zoro Senior geologist, Dr. David Hackman,




There are still tasks relating to first phase drilling still pending.  The drilling did identify potentially large spread, low gold and silver values throughout the drill targets, particularly in the carbonaceous sediments.  The results require funding to fully analyze, but were sufficiently encouraging to continue exploration
of this prospect.




Escondida Project, Copiapó, Chile





We have acquired a 100% interest in approximately 5,063 acres of exploration properties which covers the Escondida property. The Escondida precious metals project is located in Chile's 3rd Region, (or Atacama Region), 20 kilometers south of the port city of Caldera, and approximately 65 kilometers from Copiapó, the region's capital,
along 40 kilometers of the paved Pan American highway, and 25 kilometers of improved graded secondary roads, all of which are maintained by the Chilean government. We have been recently conducting lab gravity concentration tests for recovery of gold, silver and platinum group metals, and leaching tests for recovery from gold and silver concentrates. Mapping and exploratory drilling are other concurrent exploratory initiatives.  An option agreement for the joint development of this property had been
executed with Michael Kobler (see “Escondida Option Agreement”), but the option has at the date of this Annual Report lapsed.




Escondida Option Agreement




Effective on August 18, 2008, the Company authorized the execution of an option agreement (the “Option Agreement”) with Michael H. Kobler (“Kobler”), whereby Kobler had the option to acquire an undivided 50% interest in our Escondida property (the “Escondida Property”). In accordance with the terms and
provisions of the Option Agreement, Kobler had an exclusive three-month period commencing August 16, 2008 (the “Initial Term”) to perform due diligence relative to the Escondida Property. At any time prior to the end of the Initial Term, Kobler could elect to give us notice to commence to earn the undivided 50% interest in the Escondida Property (the “Election Notice”), whereby: (i) Kobler would have engaged in a series of proposed financings on our behalf; (ii) based upon certain closing
dates of proposed financings, Kobler would have been responsible for payment of his share of certain budgeted costs of exploration and drilling programs at the Escondida Property; and (iii) we would have remained as operator of the Escondida Property.




It was proposed that at the time Kobler earned the undivided 50% interest in the Escondida Property, we would have entered into a joint venture agreement with Kobler. At the date of this Annual Report, the Option Agreement has lapsed and the joint venture funding prospects relating to the Escondida Property will not be consummated.




Work Conducted During the Year Ended April 30, 2009




Work conducted during the year included the following:




·
Work was carried out in September and October, 2008, coincided with the world recession which caused the suspension of the preliminary 1st phase trenching and sampling program.




8




ITEM 1. BUSINESS- continued
 MINERAL PROPERTY ACQUISITION AGREEMENT-
continued




·
A total of 36 trenches were excavated over a large section of the Escondida claims, averaging 2 to 3 meters in depth.  42 samples were split in the field, with two splits returned to Zoro, which was analyzed via fire assay; the other split sent to Company offices in Mexicali for subsequent metallurgical testing,




·
The splits sent to Jacobs showed 12 of the trenches carrying substantial gold and silver credits along a NE-SW trending drainage which is probably fault induced.  The majority of the other trenches showed anomalous gold-silver values,




·
From November through April, two Mexican based groups were contracted.  Both used highly sensitive satellite imaging to identify near surface hydrothermal mineralization typically associated with precious metals mineralization.  In addition, several near surface mafic formations were identified, which may be probable source rocks for the disseminated precious metals,




·
Composites from the higher grade trenches, plus from two reverse circulation holes down to 30 meters depth were processed using high temperature smelting with excellent results, indicating not only substantial recovery of gold and silver, but also platinum group metals,




·
Independent tests are being completed by a series of 3rd party laboratories.  One US based lab, with extensive pgm recovery and processing experience, has already confirmed initial results.  A second test was run on the composites for confirmation.  The 3rd party results if confirmed will support further project development.




The Yura Project, Arequipa, Peru




As discussed above, we acquired a 100% interest in approximately 4,940 acres of exploration properties which covers the Yura property. The Yura mining district is located some 40 kilometers west of the City of Arequipa, Peru. Arequipa is a mining and tourism center for southern Peru with a population of 1 million, with international airport
service. A number of mining claims have been acquired and are fully constituted. These claims cover portions of a large granodioritic batholith which is hostrock to a series of quartz veins containing important values of free milling gold. More than a dozen veins have been located, about half of which have been sampled in outcrops and workings. The samples assayed indicated gold values.




The hosted veins are largely found between 1,200 to 2,400 meters above sea level, and weather is favorable for all year mining. The Chili and Yura rivers converge on the southern portion of the properties, forming the Vitor River. These rivers drain along deep faults which expose the batholith to depths of 300 meters, and up to 600 meters
on the southwestern portion of the property. Some of the veins are traceable downs strike at or near the river bottom. Taken together, the horizontal and vertical relief presents a rough 3 dimensional view of potential ore deposits. The veins are mother lode fault emplacement, many of which are vertical to semi-vertical, with long strikes traceable over hundreds of meters, and in some cases more than a kilometer.




Local Geology




The local host rock is a massive granodioritic to granitic, course grained porforidic intrusive body covering an area larger than 100 square kilometers, consisting of equi-granular quartz, plagioclase and potassic feldspars, with elongated hornblende and biotitic feno-crystals up to 3 cms in length. This intrusive hostrock is cut by a series
of fine to medium grained quartz-feldspar high angle dikes which strike N to E.NE. The principle structural control appears to be a series of slip-strike left lateral faults and fractures, related to a regional zone of shearing which trends x N35W and dipping 60SW. Many of the faults in this system host quartz veins, which vary in widths of 30 centimeters to a meter, with pinching and swelling both horizontally and vertically. Swelling typically occurs when the lateral faults flex temporarily toward the west.




The veins along strike occasionally form either the footwall, headwall, or even center of shear zoned host rock. These shear zones vary in widths of 2 to 15 meters, with strike lengths up to 100 meters or more. At one of the vein workings, for example, the quartz vein forms the footwall, at an average width of 50 cms. The headwall is formed
by a 1 meter dike, and in between is a 10 meter shear zone of moderate fracturing. The shear zone has an apparent strike length of more than 100 meters. Another example is the southern portion of a similar vein, which cuts shear zone 50 meters long, with the quartz vein swelling in the central portion of the shear zone to over 7 meters in width. These zones constitute some of the most obvious initial drill targets.




Mineralization




The quartz veins at Yura are deemed by management to be of meso-thermal origin, similar to the mother lode veins of California's Sierra Nevada. It is expected that these veins will have extreme depths. None of the meso-thermal veins which have been mined in the province of Arequipa have bottomed out, some having reached depths of over 3,000
feet. Another favorable and typical characteristic of meso-thermal veins is that they tend to have continuous gold mineralization, even down to extreme depths.




9




ITEM 1. BUSINESS- continued
 MINERAL PROPERTY ACQUISITION AGREEMENT-
continued
 
 Most of the prominent veins at Yura are parallel or semi parallel, and consist of transparent to translucent massive quartz. These quartz veins contain sericite-muscovite, both disseminated and in fractures, and locally traces of chalcopyrite, pyrite, and specularite, iron oxides from oxidation of pyrites and chalcopyrite, and abundant brecciation. The quartz presents at least two obvious mineralizing
events, with initial breccia fragmentation followed by subsequent massive intrusion of translucent white quartz cemented with iron mineralization as described above. The adjoining host rock has a mineralized halo on both the head and foot walls of roughly 20 cms consisting of white clays and sericite, although the width of the halo varies greatly from vein to vein and even along strike. The veins and shear zones at the eastern portion of the property are more heavily propitilized, and the host rock at the level
of the river demonstrate more epidote and clays, indicating a probable porphyridic system at some depth, which is most likely the mineralizing pluton for the Yura batholith.




Gold Mineralization.Gold mineralization at the surface has been picked at over the years by informal miners, generally down to a depth of no more than 10 meters or so, at which point winching the ore and the waste rock from the shaft becomes ever more labor intensive.
The bulk of the gold mineralization appears to be free milling, simple crushing and hand panning reveals the gold to be slightly finer than table salt, ideal for gravity recovery followed by flotation. The oxide zone appears to dominate down to depths of 20 meters and more, which is the depth to which we have been able to sample thus far.




It is possible that at greater depths a portion of the gold will be associated with increasing sulfide mineralization with a decrease in overall free gold. Gold grades at the surface also increase with a few meters depth, as the gold has been remobilized by the decomposition of surface sulfides. The veins will also be subject to ebb and
flow in both directions of rich ore shoots, which spatially will occur along strike in varying lengths and depths, depending on the vertical position within the vein structure, but not uncommonly for 50 to 100 meters or more in length and several hundred meters in depth.




Gold Grades.A number of samples have been collected for assay, mostly along vein surface outcroppings, with the balance from shallow pits and stopes. The samples indicate assayable gold.




Hand Panning.A number of the veins have been checked by hand panning, using one of the local "informal" miners as they are known in Peru, and who are generally proficient at guestimating gold grades by eyeballing the gold tail left after panning. This method is
particularly useful for obtaining a quick ballpark field assay.




Potential Delineation of Mineral Deposits




The Yura mining district is virtually undeveloped despite its close proximity to Arequipa. The steep terrain and lack of access roads have discouraged small and medium sized companies from developing the area. Also, a lack of custom milling capacity in the region has hindered development not only at Yura, but also at hundreds of small and
medium prospects in southern Peru. Large mining companies generally would not target a meso-thermal system of underground veins like Yura for development unless there is clear potential for a large disseminated ore body, which superficially does not appear to be the case at Yura.




To date, only rudimentary mapping and sampling have been carried out at Yura, covering only a portion of the property under claim. Prior mining activity in the area is limited to a few existing pits and stopes, largely to depths of 10 meters or less, most of which are found on the more accessible southern flank of both the eastern and western
portion of the property. The central and northern portions of Yura are even less developed because the ore haulage distance on foot is up to several additional kilometres.




More than a dozen veins have been located at Yura to date. A quick exploration tool is to look for sheared zones of country rock. These shear zones are most obvious along the adjacent slopes of the hill crests and peaks, which do not have the alluvial float covering of the lower slopes. Within these shear zones, the large blocks of country
rock have been significantly reduced in size, down to small rubble, and many times quartz float or outcrops are visible.




Visible vertical displacement of veins at Yura varies from 100 - 200 meters, although on the western portions of the property, mapping may eventually show vertical displacements of 500 meters or more. Visible horizontal strike lengths (often interrupted by float cover, pinch-swell, etc.) vary from a few hundred meters to more than a kilometer.




Development Plan




We intend to contract in the future with Boulder Resources, a third party company with a nearby  processing facility that currently has a mining camp near the Yura property's Mercedes vein. In addition, we are building roads in the area for truck access. Boulder Resources may provide equipment and personnel for future minerals
bulk testing from the property. Excavated minerals  would be sampled, trucked, and milled on a toll basis at the Boulder Resources processing plant some 70 kilometers to the east, at its full service, permitted processing plant. Preliminary rights have also been obtained to bulk test as much as 3,000 cubic meters per day of water near the Yura mines, and surface rights are in the process of being obtained for possible plant erection. In work conducted on the claims to date, two access portals have been
constructed on the Yura property's Mercedes vein at interim levels, one being 60 meters in elevation above the other. Benches have been cut back into the hillside above the portals, and on the top level more than 60 meters of tunnel drifted horizontally at a minus 7% grade.  Peru located project exploration initiatives were limited this year due to limited exploration budgets available due to the global recession.




10




ITEM 1. BUSINESS- continued
 MINERAL PROPERTY ACQUISITION AGREEMENT-
continued


Work Conducted During the Year Ended April 30, 2009




Work conducted during the year included the following:




·
Most of the mapping and sampling activities at Yura were ended by May of 2008.  Compilation of geological and laboratory analysis thereafter produced a preliminary gold distribution map showing widespread economic gold values concentrated in parallel NW striking shear zones.  Hundred of parallel and cross-cutting dikes were also mapped.  About 1/3 of the dikes sampled contain anomalous
to economic gold values.




·
Three of the shear zones were mapped by Hydro-Geophysics of Tucson, Arizona using resistivity, indicating shearing from 30 meters to 110 meters in width, to depths of several 10 ́s of meters.




·
Some of the veins and breccias within the shear zones were sent for pilot recovery testing at the Boulder toll mill indicated adequate gold recoveries employing a gravity circuit.




Las Animas Project, Sonora, Mexico




As discussed above, we have acquired a significant position in a mineral property located in the Mexican State of Sonora. Known as Las Animas, the property is located some 200 road kilometers southeast of Hermosillo, the State Capital, and 175 kilometers northeast of Ciudad Obregon, a major agricultural center. The property consists of
three separate claims blocks totaling approximately 6,822 acres. The properties are found at the southern end of the California-Sonora gold belt. A number of global companies are currently carrying out significant exploration activities on a number of gold and copper exploration initiatives.




Two separate mineral targets exist; one on the northeast portion of the claims constituting potentially a large disseminated copper/gold zone, and the balance of the claims (approximately 2,000 hectares) which target a potentially large zone of disseminated gold mineralization. The bulk of the property is located between 400 to 600 meters
above sea level. Locally, the predominate host rock appears to be related to volcanic activity of the late Cretaceous-early Tertiary arc magmatism common throughout central Sonora, consisting of propylitically altered flows of andesite and possibly dacite, with minor amounts of agglomerates and breccias of local derivation. Gold mineralization is apparently related to local micro-veining and brecciation, which occurred through subsequent hydrothermal activity related to movement of the underlying Sonora batholith.
Copper appears superficially as a suite of oxides contained in an elongated vent several hundred meters long, and up to 100 meters in width.




Land Position




We currently own 70% of two of the three mining claims, and are presently consolidating our position on the third claim wherein we will also have a 70% position. The balance is owned by two Mexican citizens, Gustavo Vazquez and Maria Munoz with 15% each. We expect to be able to increase its ownership position over the next couple of years
through payment of concession maintenance expenses and capital investment for exploration activities such as mapping, sampling, and possibly drilling. No formal agreement yet exists for increasing its ownership percentage. Since the summer of 2006, foreign mining companies have surrounded the Las Animas project both to the north and the south with more than 11,000 square kilometers of mineral claims. There are some small adjacent property areas that remain unclaimed, and we are currently evaluating the placement
of a few more hundred hectares of mining claims, which could raise the land position to some 3,000 hectares.




Access.Commercial aviation service is available from major cities in the U.S. southwest, to both Hermosillo, the state capital with a population of 600,000, and connecting to Ciudad Obregon, with a population of 300,000. If leaving from Hermosillo, the road to
Las Animas leads east along a paved road to the town of Tecoripa, then south along pavement until the town of Suaqui Grande. The pavement is in particularly poor shape. Las Animas is then reached by following some 40 kilometers of dirt road southeast from Suaqui Grande. These roads are annually maintained through a joint effort of local ranchers and state road crews. The summer of 2006 was a particularly rainy year with several hurricanes off the Baja Peninsula creating havoc with secondary roads throughout western
Mexico. If leaving from Obregon, pavement leads northeast to Rosario. An improved dirt and gravel road is then followed for some 60 kilometers to the local of El Realito, and then west along dirt road for some 15 kilometers. An alternative is to use secondary roads if the weather permits on a NNE trajectory for 110 kilometers.




Basing the project out of either Hermosillo or Obregon is seen to be of comparative advantage. Hermosillo is more accessible to major cities such as Los Angeles, Tucson, and Phoenix, and has a larger population and is home base to many mining companies. Because of its large agricultural base, the extended Obregon area actually has better
access to many types of equipment and repair shops.











11




ITEM 1. BUSINESS- continued
 MINERAL PROPERTY ACQUISITION AGREEMENT-
continued
 
 Infrastructure.




Infrastructure at the property - roads, buildings, and so on, is sparse to non-existent. An old telephone line runs across the property but appears to be in disuse for some time. The Yaqui River with abundant water resources is located 2 miles east of the property boundary, at an elevation some 200 to 300 meters below the median property
elevation.




Potential Mineralization Target.




Copper mineralization is found in an elongated belt several hundred meters long and up to 100 meters in length. Depth of a potential oxide zone is unknown. Additional copper mineralization zones probably exist which lack superficial expression, but may be exposed through subsequent mapping and drilling. Gold mineralization is spread out
over several square kilometers. Future sampling and drilling will delineate whether there is an economic ore body. Mexico located project exploration initiatives were limited this year due to limited exploration budgets available due to the global recession.




Work Conducted During the Year Ended April 30, 2009




Work conducted during the year was minimal consisting of care and maintenance until adequate exploration budgets become available.




Rio Sur and Costa Rica Projects – Chile South America




Work conducted during the year consisted of claims maintenance.  These projects are held for future exploration as resources and adequate exploration budgets become available.




PROPOSED FUTURE BUSINESS OPERATIONS





Our current strategy is to complete further acquisitions of additional mineral opportunities which fall within the criteria of providing a geological basis for development of mining initiatives that can provide near term revenue potential and capital repatriation from production cash flows to create expanding reserves. We anticipate that
our ongoing efforts, subject to adequate funding being available, will continue to be focused on successfully concluding negotiations for additional tracts of prime acreage, and to implement additional mining to provide revenues.





MATERIAL AGREEMENTS





Financial Advisory Consulting Services Agreement


Effective on May 31, 2008, our Board of Directors, pursuant to unanimous written consent in lieu of a meeting, authorized and approved the execution of a six-month financial advisory consulting services agreement dated May 31, 2008 (the “Consulting Services Agreement”) with Surfside Ventures Ltd., a British Columbia corporation (“Surfside”). In accordance with the terms and provisions of the Consulting Services
Agreement, Surfside shall provide to us the following services: (i) corporate planning, strategy and negotiations with potential strategic business partners; (ii) business growth and development planning; (iii) investor relations management; (iv) periodic reporting as to developments concerning general financial markets, possible strategic direction and public securities markets and industry; and (v) general business consulting services and/or other general business consulting needs. In accordance with further
terms and provisions of the Consulting Services Agreement, we agreed to: (i) issue to Surfside an aggregate 150,000 pre reverse consolidation shares of our restricted common stock at a price per share of $0.80 within 15 days of the execution of the Consulting Services Agreement (which as of the date of this Consulting Services Agreement, such shares have been issued); (ii) pay a monthly consulting fee to Surfside of $4,000 for the six-month term; and (iii) reimburse expenses incurred by Surfside on our behalf
up to an aggregate of $20,000. See “Part II. Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”





As of the date of this Annual Report, the Consulting Services Agreement has expired by its terms.





Corporate Support Agreement




Effective January 1, 2007 as dated May 1, 2007, our Board of Directors, pursuant to unanimous written consent in lieu of a meeting, authorized and approved the execution of an eighteen month corporate support agreement (the "Corporate Support Agreement") with Sweetwater Capital Corp., a private company organized under the laws of the Province
of British Columbia, Canada ("SCC"). In accordance with the terms and provisions of the Corporate Support Agreement: (i) SCC shall provide us with corporate services including, but not limited to, furnished offices, communication services, support services, personnel, and other incidental services in order for us to be able to perform our corporate business operations and activities in Vancouver, British Columbia; (ii) SCC shall further
provide at our request financial services, bookkeeping and accounting services, formulation of budget plans, establishment of financial relationships, and preparation and maintenance of proper accounting records; and (iii) we shall pay SCC the aggregate monthly sum of CDN$14,100. Effective December 31, 2008, the monthly amount of the contract was modified to US$12,000 per month.  The corporate support agreement’s contract term has lapsed and services continue to be provided on a month to month
basis.






12




ITEM 1. BUSINESS- continued





COMPETITION





We operate in a highly competitive industry, competing with other mining and exploration mineral companies, and institutional and individual investors, which are actively seeking metal and mineral based exploration properties throughout the world together with the equipment, labor and materials required to exploit such properties. Many
of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime metal and minerals exploration prospects and then exploit such prospects. Competition for the acquisition of metal and minerals exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders.
Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable metal and minerals exploration properties will be available for acquisition and development.





MINERAL EXPLORATION REGULATION





Our mineral exploration activities are, or will be, subject to extensive foreign laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances
and other matters. Mineral exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could
have a material adverse effect on our business operations.





Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations. Our activities may be subject to certain federal, state and local laws and regulations, relating to environmental quality and pollution control. Such laws and regulations increase
the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations does not appear to have a future material effect on our operations or financial condition to date. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. However, such laws and regulations, whether national or local, are frequently changed and we are unable to predict
the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry and our current operations have not expanded to a point where either compliance or cost of compliance with environmental regulation is a significant issue for us. Costs have not been incurred to date with respect to compliance with environmental laws but such costs may be expected to increase with an increase in scale and scope
of exploration.





Mineral exploration operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations. Mineral exploration operations are subject to foreign, federal, state, and local laws relating to the protection of the
environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Mineral exploration operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental
standards imposed by federal, state, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. As of the date of this
Annual Report, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.





RESEARCH AND DEVELOPMENT ACTIVITIES





No research and development expenditures have been incurred, either on our account or sponsored by customers, during the past three years.





13


ITEM 1. BUSINESS- continued





EMPLOYEES





We do not employ any persons on a full-time or on a part-time basis. Andrew Brodkey is our President/Chief Executive Officer, Dr. David Hackman, our Vice President of Exploration, Jas Butalia, our Chief Financial Officer, and Harold Gardner, our Chief Operating Office/Vice President of Business Development. These individuals are primarily
responsible for all of our day-to-day operations. All services are provided by outsourcing, consultant and special purpose formal and informal contracts.





ITEM 1A. RISK FACTORS





An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously
harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.





Risks Related to Our Business




We will need to raise additional financing to complete further exploration.




We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of our mineral properties. Furthermore, if the costs of our planned exploration programs are greater than anticipated, we may have to seek additional funds through public or private share offerings
or arrangements with corporate partners. There can be no assurance that we will be successful in our efforts to raise these require funds, or on terms satisfactory to us. The continued exploration of current and future mineral properties and the development of our business will depend upon our ability to establish the commercial viability of our mineral properties and to ultimately develop cash 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 and debt instruments. Alternatively, we may finance our business by offering an interest in any of our future mineral properties 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 are unable to obtain this additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of our mineral properties. Further, if we are able to establish that development of our mineral properties is commercially 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
mineral on our properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration.




Our properties do not contain any known body of economic mineralization and there is no assurance that any exploration programs that we engage in will establish any economic mineralization, or resources or reserves. Our mineral properties are in the exploration stage as opposed to the development stage. 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 mineral properties, which future exploration may include the completion of feasibility studies necessary to evaluate whether 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 mineral. Any determination that our properties contain
commercially recoverable quantities of mineral 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 economical. 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.




Our exploration activities on our mineral properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.




Our long-term success depends on our ability to establish commercially recoverable quantities of mineral on our properties that can then be developed into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks 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:


·
identification of potential mineralization based on superficial analysis;
  ·
availability of government-granted exploration permits;
  ·
the quality of management and geological and technical expertise; and


·
the capital available for exploration.


14
 
 ITEM 1A. RISK FACTORS - continued

Risks Related to Our Business - continued Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop processes to extract the mineral, 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; mineral prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral 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 mineral 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 mineral on our properties.





Mineral Prices May Not Support Corporate Profit.





Prices for certain minerals have been highly volatile, and are affected by numerous international economic and political factors over which we have no control. The prices of certain minerals have varied over the last four years. The prices of minerals are affected by numerous factors beyond our control, including the demand, increased supplies
from both existing and new mines, sales of minerals from existing stockpiles, and political and economic conditions. Our long-term success is highly dependent upon the prices of certain minerals, as the economic feasibility of any ore body discovered on our properties would in large part be determined by the prevailing market price of mineral. If a profitable market does not exist, we could have to cease operations.




Our business is difficult to evaluate because we have a limited operating history.




In considering whether to invest in our common stock, you should consider that our inception was April 20, 2004, and, as a result, there is only limited historical financial and operating information available on which to base your evaluation of our performance.  In addition, we have only recently acquired or will acquire our
primary mineral exploration prospects located in South America and Mexico with limited experience in early stage exploration efforts.




We have a history of operating losses and there can be no assurances we will be profitable in the future.




We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred operating losses totaling approximately $7,219,911
from April 20, 2004 (inception) to April 30, 2009. As of April 30, 2009, we had an accumulated deficit of $7,219,911 and had incurred operating losses of approximately $3,412,934 during fiscal year ended April 30, 2009. Further, we do not expect positive cash flow from operations in the near term. There is 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; (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs. Future participation in an increased number of mineral exploration prospects will require substantial capital expenditures and possible equity dilution.





The uncertainty and factors described throughout this section may impede our ability to economically discover, acquire, develop and/or exploit mineral prospects. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future.  In addition, acquisitions requiring
capital may divert operating capital, necessitate the issuance of debt that may divert exploration budgets available, and or equity issuances that may dilute equity shareholdings.





The financial statements for the fiscal years ended April 30, 2009 and April 30, 2008 have been prepared “assuming that the Company will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a
going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected. See “Item 6. Management’s
Discussion and Analysis or Plan of Operation – Going Concern.”








15





ITEM 1A. RISK FACTORS - continued


Risks Related to Our Business - continued
  We will require additional funding in the future. Our current levels of debt are high.




Based upon our historical losses from operations, we will require additional funding in the future. If we cannot obtain capital through financings or otherwise, our ability to execute our exploration programs will be greatly limited. The terms and provisions of the Option Agreement and our current plans require us to make substantial capital expenditures for the exploration
of our mineral exploration properties. Historically, we have funded our operations through the issuance of equity and short-term debt financing arrangements. We may not be able to obtain additional financing on favorable terms, if at all. Our future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of mineral. Further, our current debt levels are approximately $2,700,000 and existing and further debt financing could lead
to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations. If we are unable to raise additional funds, it would have a material adverse effect upon our operations.  Existing debt may at a future date be settled with equity causing dilution to existing shareholders.




As part of our growth strategy, we intend to acquire additional mineral exploration properties.




Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce positive
results of exploration, or we may not complete exploration of such prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Equity may be issued as consideration for properties acquired and dilute equity holders interest in the Company.  Further, acquisitions could
disrupt ongoing business operations and ongoing exploration initiatives. If any of these events occur, it would have a material adverse effect upon our operations and results from operations, and possibly the equity holdings of shareholders.




We are relatively a new entrant into the mineral exploration and development industry without profitable operating history.




Since inception, our activities have been limited to organizational efforts and obtaining working capital. It has only been since 2004 that our business operations and focus is on acquiring and developing a very limited number of properties. As a result, there is limited information regarding production or revenue generation. As a result, our future revenues may be limited.
The business of mineral exploration and development is subject to many risks and if mineral is found in economic production quantities, the potential profitability of future possible mining ventures depends upon factors beyond our control. The potential profitability of mining mineral properties if economic quantities of mineral is found is dependent upon many factors and risks beyond our control, including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights;
(ii) geological problems; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected grades of mineral; (vi) accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) labor disputes; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment
or processes to operate in accordance with specifications or expectations.




The risks associated with exploration and development and, if applicable, mining could cause personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.




We are not currently engaged in mining operations because we are in the exploration phase and have not yet any proved mineral resources or proved mineral reserves. We do not presently carry property and liability insurance. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances. The Company relies on operating
arrangements in countries of in which it conducts exploration activities.




The mineral exploration and mining industry is highly competitive and there is no assurance that we will be successful.




The mineral exploration and mining industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce mineral, but also market mineral and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive mineral properties and exploratory
prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low mineral market prices. Our larger competitors may be able to absorb the burden of present and future foreign, federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to
acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing mineral properties.






16





ITEM 1A. RISK FACTORS -
continued


Risks Related to Our Business - continued




The marketability of mineral will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.




The marketability of mineral which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, market fluctuations in commodity pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning
the importing and exporting of mineral and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.




Mineral mining operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated, causing an adverse effect on our business operations.




If economic quantities of mineral is found by us in sufficient quantities to warrant mining operations, such mining operations are subject to foreign, federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Mineral mining operations
are also subject to foreign, federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover,
compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus resulting in an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in future and this may affect our
ability to expand or maintain our operations.




Mineral exploration and development and mining activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations.




Mineral exploration and development and future potential mineral mining operations are or will be subject to stringent federal, state, provincial, and local laws and regulations relating to improving or maintaining environmental quality. Our global operations are also subject to many environmental protection laws. Environmental laws often require parties to pay for remedial
action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested of many years ago.





Future potential mineral mining operations and current exploration activities are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected
species, mine safety, toxic substances and other matters. Mineral mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.





Costs associated with environmental liabilities and compliance may increase with an increase in future scale and scope of operations.





We 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.




Any change in government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.




The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in any applicable jurisdiction, may be changed, applied or interpreted in a manner which will 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. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.


17


ITEM 1A. RISK FACTORS -
continued
Risks Related to Our Business - continued We may be unable to retain key employees or consultants or recruit additional qualified personnel.





Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service
of Andrew Brodkey, our President/Chief Executive Officer and a director, David Hackman, our Vice President of Exploration and a director, Jas Butalia, our Chief Financial Officer and a director, and Harold Gardner, our Chief Operating Officer and Vice President of Business Development and a director. Further, we do not have key man life insurance on any of these individuals. We may not have the financial resources to hire a replacement if any of our officers were to die. The loss of service of any of these employees
could therefore significantly and adversely affect our operations.




Our officers and directors may be subject to conflicts of interest.




Our officers and directors serve only part time and are subject to conflicts of interest. Each of our executive officers and directors serves only on a part time basis. Each devotes part of his working time to other business endeavors, including consulting relationships with other corporate entities, and has responsibilities to these other entities. Such conflicts include
deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships, our officers and directors may be subject to conflicts of interest.




Nevada law and our articles of incorporation may protect our directors from certain types of lawsuits.




Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation
provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.





Risks Related to Our Common Stock





Sales of a substantial number of shares of our common stock into the public market by certain stockholders may result in significant downward pressure on the price of our common stock and could affect your ability to realize the current trading price of our common stock.





Sales of a substantial number of shares of our common stock in the public market by certain stockholders could cause a reduction in the market price of our common stock. As of the date of this Annual Report, we have 4,345,014 shares of common stock issued and outstanding after taking into effect the Reverse Stock Split. Of the total number
of issued and outstanding shares of common stock, certain stockholders were able to resell up to 6,337,600 Pre-Reverse Stock Split (316,880 Post-Reverse Stock Split) shares of our common stock pursuant to a registration statement declared effective November 1, 2007 and are available for immediate resale which could have an adverse effect on the price of our common stock. Of the 6,337,600 Pre-Reverse Stock Split (316,880 Post-Reverse Stock Split) shares registered under the registration statement, 3,150,400 Pre-Reverse
Stock Split (157,520 Post-Reverse Stock Split) shares are held of record by existing shareholders and 3,187,200 Pre-Reverse Stock Split (159,360 Post-Reverse Stock Split) shares are issuable upon the exercise of 3,187,200 Pre-Reverse Stock Split (159,360 Post-Reverse Stock Split) warrants held by our existing shareholders.





As of the date of this Annual Report, there are 2,299,520 outstanding shares of our common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted
securities, restricted securities may be sold into the public market under certain conditions. See “Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”





Any significant downward pressure on the price of our common stock as the selling stockholders sell their shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.





The trading price of our common stock on the OTC Bulletin Board will fluctuate significantly and stockholders may have difficulty reselling their shares.





As of the date of this Annual Report, our common stock trades on the Over-the-Counter Bulletin Board. There is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results
from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects;
and (viii) general economic trends.




18





ITEM 1A. RISK FACTORS - continued




Risks Related to Our Common Stock - continued




In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price
and you may lose all or part of your investment.





Additional issuance of equity securities may result in dilution to our existing stockholders.





Our Articles of Incorporation authorize the issuance of 180,000,000 shares of common stock (as reduced from 3,600,000,000 commensurate with the Reverse Stock Split). Common stock is our only authorized class of stock. The board of directors has the authority to issue additional shares of our capital stock to provide additional financing
in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.





Our common stock is classified as a “penny stock” under SEC rules which limits the market for our common stock.





The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation
of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.





A majority of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.





A majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on our directors or officers, or enforce within the
United States or Canada any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them. In addition, investors may not be able to commence an action in a Canadian court predicated upon the civil liability provisions of the securities laws of the United States.





ITEM 1B. UNRESOLVED STAFF COMMENTS





As of the date of this Annual Report, there are no unresolved comments pending from the Securities and Exchange Commission.





ITEM 2. PROPERTIES





We rent principal office space located at 3040 North Campbell Avenue, #110, Tucson, Arizona, 85719. The office space is for corporate staging of South American and Mexican exploration activities, administration, bookkeeping, mailing, and courier purposes and costs us approximately $1,000 monthly. The offices are shared with Pacific Copper
Corp., a Delaware public corporation (“Pacific Copper”).




We also rent operating offices in Chile and Peru with Pacific Copper in order to decrease overall expenditures in areas of similar operation. Certain of our directors and management are also officers, directors and management of Pacific Copper. See “Item 12. Certain Relationships and Related Transactions and Director Independence.”




19


ITEM 2. PROPERTIES- continued




We have guaranteed the remaining lease term at previous premises previously occupied in Tucson.  The Company is a guarantor of a lease agreement effective September, 1, 2007 that obligates the Company under conditions of default by a previously related party lessee (a company which had two directors in common with the Company),
to pay for the entire lease relating to the Company’s Tucson office until the end of the lease term through October 31, 2010 or as amended or renewed.  As at April 30, 2009, the gross value of the guarantee was $212,774.  The lessee has defaulted on the lease and the lessee subsequently moved offices. The potential liability as a result of the lessee’s default due to joint and severable provisions relating to the lease guarantee is $212,774 but negotiations by the lessee to settle this potential
liability mitigate against potential liability to the Company.




ITEM 3. LEGAL PROCEEDINGS





Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management
is not aware of any other legal proceedings pending or that have been threatened against us or our properties.





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





During fiscal year ended April 30, 2009, no matters were submitted to our stockholders for approval.








PART II





ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





MARKET FOR COMMON EQUITY





Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol “ZORO:OB” on approximately February 12, 2007. On April 22, 2009, the Company’s trading symbol changed to “ZORM:OB” in connection with a 20:1 reverse share split.  The market for our common stock is limited, and
can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.




Month Ended
High Bid
Low BidJune 30, 2009
0.06
0.03March 31, 2009
0.09
0.05December 31, 2008
0.35
0.23September 30, 2008
0.61
0.34June 30, 2008
0.70
0.50March 31, 2008
0.73
0.45December 31, 2007
0.93
0.67September 30, 2007
0.77
0.51June 30, 2007
0.66
0.55March 31, 2007
0.74
0.55





*Post-Reverse Stock Split





As of July 27, 2009, we had 108 shareholders of record, which does not include shareholders whose shares are held in street or nominee names.





DIVIDEND POLICY





No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not indicate the intention of paying cash dividends either on our common stock in the foreseeable future.








20


ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued





SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS





We have one equity compensation plan, the Zoro Mining Corp. 2008 Stock Incentive Plan (the “2008 Plan”). The table set forth below presents information relating to our equity compensation plans as of the date of this Annual Report:




Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
(a)


Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)


Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))Equity Compensation Plans Approved by Security Holders


-0-



-0-



-0-Equity Compensation Plans Not Approved by Security Holders2008 Stock Option Plan


-0-



n/a



651,752
*500,000Warrants


233,500


$
14.70
**


n/a40,000


$
30.00
**


n/aTotal


273,500



--



--




*
Available Post-Reverse Stock Split shares based upon 15% of the total issued and outstanding of 4,345,014 Post-Reverse Stock Split shares of common stock.


**
Post-Reverse Stock Split.





2008 Stock Incentive Plan





On February 7, 2008, our Board of Directors authorized and approved the adoption of the 2008 Plan effective February 7, 2008, under which the maximum aggregate number of shares which may be issued pursuant to all awards under the 2008 Plan is 15% of the issued and outstanding common shares and the maximum number of shares that may be granted
in the form of incentive stock options is 500,000 Post-Reverse Stock Split options.





The purpose of the 2008 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.





The 2008 Plan is to be administered by our Board of Directors or a committee appointed by and consisting of one or more members of the Board of Directors, which shall determine (i) the persons to be granted Stock Options under the 2008 Plan; (ii) the number of shares subject to each option, the exercise price of each Stock Option; and (iii)
whether the Stock Option shall be exercisable at any time during the option period up to ten (10) years or whether the Stock Option shall be exercisable in installments or by vesting only. The 2008 Plan provides authorization to the Board of Directors to grant Stock Options to purchase a total number of shares of Common Stock of the Company, not to exceed 15% of the issued and outstanding shares of common stock and 500,000 Post-Reverse Stock Split shares in the form of incentive stock options. At the time a Stock
Option is granted under the 2008 Plan, the Board of Directors shall fix and determine the exercise price at which shares of our common stock may be acquired.





In the event an optionee ceases to be employed by or to provide services to us for reasons other than cause, retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to ninety (90) calendar days after the effective date that his position ceases, and after such 90-day
period any unexercised Stock Option shall expire. In the event an optionee ceases to be employed by or to provide services to us for reasons of retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to one-year after the effective date that his position ceases, and after such one-year period any unexercised Stock Option shall expire.





No Stock Options granted under the Stock Option Plan will be transferable by the optionee, and each Stock Option will be exercisable during the lifetime of the optionee subject to the option period up to ten (10) years or limitations described above. Any Stock Option held by an optionee at the time of his death may be exercised by his estate
within one (1) year of his death or such longer period as the Board of Directors may determine.


21




ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES -
continued
  SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS - continued





The exercise price of a Stock Option granted pursuant to the 2008 Plan shall be paid in full to us by delivery of consideration equal to the product of the Stock Option in accordance with the requirements of the Nevada Revised Statutes. Any Stock Option settlement, including payment deferrals or payments deemed made by way of settlement of pre-existing indebtedness may be subject to such conditions, restrictions
and contingencies as may be determined.





Incentive Stock Options





The 2008 Plan further provides that, subject to the provisions of the Stock Option Plan and prior shareholder approval, the Board of Directors may grant to any key individuals who are our employees eligible to receive options, one or more incentive stock options to purchase the number of shares of common stock allotted by the Board of Directors
(the "Incentive Stock Options"). The option price per share of common stock deliverable upon the exercise of an Incentive Stock Option shall be at least 100% of the fair market value of the common shares of the Company, and in the case of an Incentive Stock Option granted to an optionee who owns more than 10% of the total combined voting power of all classes of our stock, shall not be less than 100% of the fair market value of our common shares. The option term of each Incentive Stock Option shall be determined
by the Board of Directors, which shall not commence sooner than from the date of grant and shall terminate no later than ten (10) years from the date of grant of the Incentive Stock Option, subject to possible early termination as described above.





As of the date of this Annual Report, no Stock Options have been granted under the 2008 Plan.





RECENT SALES OF UNREGISTERED SECURITIES





As of the date of this Annual Report and during fiscal year ended April 30, 2009, we issued shares of our common stock to provide capital through private placement offerings and/or in exchange for our debts or pursuant to contractual agreements.




Consulting Services Agreement




Effective on May 31, 2008, we entered into the Consulting Services Agreement with Surfside. In accordance with the terms and provisions of the Consulting Services Agreement, we issued 150,000 Pre-Reverse Stock Split (7,500 Post-Reverse Stock Split) shares of our restricted common stock to Surfside at a price per share of $0.80.




ITEM 6. SELECTED FINANCIAL DATA





The following selected financial information is qualified by reference to, and should be read in conjunction with our financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The selected income statement data for
fiscal years ended April 30, 2009 and 2008 and the selected balance sheet data as of April 30, 2009 and 2008 are derived from our audited consolidated financial statements which are included elsewhere herein.




Fiscal Years Ended
April 30, 2009 and 2008


For the Period from April 20, 2004 (inception) to April 30, 2009STATEMENT OF OPERATIONS DATARevenueRevenues

$
-0-


$
-0-


$
-0-ExpensesBad debt

$
136,250


$
-0-


$
136,250Consulting


316,771



377,906



694,677Depreciation


104,877



74,331



179,208Donated services


-0-



-0-



25,500Filing and transfer agent fees


7,907



18,607



26,514Impairment to mineral properties


420,298







420,298Management and administration fees


218,293



368,337



586,630Mineral exploration costs


1,789,256



2,279,644



4,124,239Office and general


261,666



280,610



643,100Professional fees


161,366



204,360



451,541Operating Income (Loss)

$
(3,416,684
)

$
(3,603,795
)

$
(7,287,957
)Other IncomeInterest income


3,750



64,296



68,046Net Income (Loss)

$
(3,412,934
)

$
(3,539,499
)

$
(7,219,911
)BALANCE SHEET DATATotal Assets

$
985,772


$
1,925,141Total Liabilities


3,050,624



781,085Stockholders Equity (Deficit)

$
(2,064,852
)

$
1,144,056





22


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION





The summarized financial data set forth in the table below is derived from and should be read in conjunction with our audited financial statements for the period from inception (April 20, 2004) to fiscal year ended April 30, 2009, including the notes to those financial statements which are included in this Annual Report. The following discussion
should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section
entitled "Risk Factors". Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





We are an exploration stage company and have not generated any revenue to date. The following table sets forth selected financial information for the periods indicated. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include
adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.




We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.





RESULTS OF OPERATION





Fiscal Year Ended April 30, 2009 Compared to Fiscal Year Ended April 30, 2008.





Our net loss for fiscal year ended April 30, 2009 was $3,412,934 compared to a net loss of $3,539,499 during fiscal year ended April 30, 2008 (a decrease of $126,565). During fiscal years ended April 30, 2009 and 2008, we did not generate any revenue.
 
 During fiscal year ended April 30, 2009, we incurred expenses of approximately $3,416,684 compared to $3,603,795 incurred during fiscal year ended April 30, 2008 (a decrease of $187,111). These operating expenses incurred during fiscal year ended April 30, 2009 consisted of: (i) bad debt of $136,250 (2008: $-0-); (ii) consulting of
$316,771 (2008: $377,906); (iii) depreciation of $104,877 (2008: $74,331); (iv) filing and transfer agent fees of $7,907 (2008: $18,607); (v) impairment of mineral properties of $420,298 (2008: $-0-); (vi) management and administration fees of $218,293 (2008: $368,337); (vii) mineral exploration costs of $1,789,256 (2008: $2,279,644); (viii) office and general of $261,666 (2008: $280,610); and (iv) professional fees of $161,366 (2008: $204,360).
 
 Expenses incurred during fiscal year ended April 30, 2009 compared to fiscal year ended April 30, 2008 decreased primarily due to the decrease in mineral exploration costs, offset by a charge for impairment of mineral properties of $420,298. The higher mineral exploration costs incurred in 2007/2008 related to the acquisition of our
Property in South America and Mexico and initial exploration initiatives across a range of prospects at a time when capital and operating budgets were more available. Management and administration fees, consulting, and professional fees also decreased corresponding with streamlining efforts during fiscal year ended April 30, 2009 as compared with fiscal year ended April 30, 2008. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing,
and consulting costs.  A loan receivable related to a failed property acquisition was impaired during the year as uncollectible.
 
 Expenses incurred during fiscal year ended April 30, 2009 of $3,416,684 were offset by interest income of $3,750 (2008: $64,296) resulting in a net loss of ($3,412,934) compared to a net loss of ($3,539,499) during fiscal year ended April 30, 2008.  The weighted average number of shares outstanding was 4,344,301 for fiscal
year ended April 30, 2009 compared to 4,461,725 for fiscal year ended April 30, 2008 (as decreased by the Reverse Stock Split effective April 22, 2009 on a one for twenty (1: 20) basis).


LIQUIDITY AND CAPITAL RESOURCES





Fiscal Year Ended April 30, 2009





As at fiscal year ended April 30, 2009, our current assets were $10,557 and our current liabilities were $2,697,765, which resulted in a working capital deficit of ($2,687,208). As at fiscal year ended April 30, 2009, current assets were comprised of cash in the amount of $4,485 and $6,072 in other receivables. As at fiscal year ended April
30, 2009, current liabilities were comprised of: (i) $456,859 in accounts payable and accrued liabilities; (ii) $706,312 in promissory notes payable; and (iii) $1,534,594 in debt due to related parties.





As at April 30, 2009, our total assets were $985,772 comprised of: (i) $10,577 in current assets as described above; (ii) $339,305 in valuation of equipment; and (iii) $635,910 in valuation of mineral properties. The approximate 49% decrease in total assets during fiscal year ended April 30, 2009 from fiscal year ended April 30, 2008
was primarily due to a decrease in loans receivable of $132,500 and of $64,066 in cash, a reduction in the valuation of mineral properties of $636,817, and depreciation relating to equipment of $95,962.


23




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION- continued




LIQUIDITY AND CAPITAL RESOURCES - continued


As at April 30, 2009, our total liabilities were $3,050,624 comprised of: (i) $2,697,765 in current liabilities; (ii) $136,651 in convertible note; and (iii) $216,208 in deferred income tax liability. The large increase in liabilities during fiscal year ended April 30, 2009 from fiscal year ended April 30, 2008 was primarily due to
the increase in accounts payable and accrued liabilities of $161,652, the increase in amounts due to related parties of $1,481,443, the increase in promissory notes payable of $706,312, and the increase in convertible notes of $136,651, and offset by the decrease in deferred income tax liability from the impairment of mineral properties of ($216,519).  See “ – Material Commitments”.
 
 Stockholders’ equity (deficit) decreased from $1,144,056 for fiscal year ended April 30, 2008 to ($2,064,852) for fiscal year ended April 30, 2009.
  Cash Flows from Operating Activities





We have not generated positive cash flows from operating activities. For fiscal year ended April 30, 2009, net cash flows used in operating activities was ($937,680) compared to ($2,993,648) for fiscal year ended April 30, 2008. Cash flows used in operating activities for fiscal year ended April 30, 2009 consisted primarily of a net
loss of ($3,412,934) adjusted by: (i) $104,877 in depreciation; (ii) $120,000 in non-cash management fees; (iii) $20,677 in accretion of interest on convertible note; (iv) $136,250 in bad debt expense; (v) (3,750) in accrued interest income; (vi) $23,783 in accrued interest expense; and (vii) $420,298 of impairment to mineral properties. Net cash flows used in operating activities was further changed by: (i) a decrease of $1,726 in pre-paid expenses; (ii) a decrease of $8,298 in other receivables; (iii) an increase
of $1,481,443 due to related parties; and (iv) an increase of $161,652 in accounts payable and accrued liabilities.





Cash Flows from Investing Activities





For fiscal year ended April 30, 2009, net cash flows used in investing activities was ($8,915) compared to ($509,598) for fiscal year ended April 30, 2008 consisting of purchase of equipment.





Cash Flows from Financing Activities





We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For fiscal year ended April 30, 2009, net cash flows provided from financing activities was $882,529 compared to $1,165,940 for fiscal year ended April 30, 2008. Cash flows from financing activities for fiscal year ended April
30, 2009 consisted of $682,529 from issuance of promissory notes and $200,000 in convertible notes payable. Cash flows from financing activities for fiscal year ended April 30, 2008 consisted of $1,165,940 in proceeds from common stock issuances.





We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities, debt instruments, and related party loans. Our working capital requirements are expected to increase in line with the growth of our business.





PLAN OF OPERATION AND FUNDING





Further advances and debt instruments, and equity private placements are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity to third parties, and debt
instruments from related and non-related parties. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) exploration of mineral properties; (ii) mapping, exploration, and possible drilling initiatives on current properties and future properties; and (iii) future property acquisitions. We intend to finance these capital and operating costs with further issuances of securities, debt issuances and convertible debt issuances,
as well as related party loans. We expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms,
we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.





MATERIAL COMMITMENTS





As of the date of this Annual Report, and our obligations under the Mineral Property Acquisition Agreement, as incurred, the agreements discussed below summarize our material commitments.





24




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION- continued




MATERIAL COMMITMENTS- continued





Related Party Promissory Notes and Loans





We participated in a cost sharing arrangement with another public company, Pacific Copper Corp. (with three directors in common with us) who shares South American operating offices. The expenditures relate to shared exploration staging and administration in similar operating areas of Chile and Peru including shared site offices in each
country, and in the United States. During the fiscal year ended April 30, 2009, a total of $430,000 (2008 - $-0-) was advanced to us from Pacific Copper Corp. by way of demand promissory notes.  This amount is unsecured, bears no interest and is repayable on demand. As at April 30, 2009, $197,000 remains outstanding to Pacific Copper Corp.





We incurred a total of $1,048,408 (2008 - $400,000) to a private Chilean company that provides exploration services to us in Chile via operator agreement, and has a director in common, of which $918,408 was owed at April 30, 2009 (April 30, 2008 - $nil) with such costs recorded as exploration costs in Chile, South America.





Promissory Notes





We issued $200,000 in 6% promissory notes with a term to October 31, 2010 convertible into units at $0.16 Pre-Reverse Stock Split ($3.20 Post Reverse Stock Split) per unit for a period of two years (the “Unit”). Each Unit is comprised of one share of restricted common stock and one share purchase warrant exercisable at $0.25
Pre-Reverse Stock Split ($5.00 Post-Reverse Stock Split) per share for a two-year period effective from the date of conversion. At April 30, 2009, $20,677 in accretion interest had been recorded in the 2009 fiscal year.





During fiscal year ended April 30, 2009, we borrowed an aggregate of $437,000 from an unrelated company in accordance with the terms and provisions of certain promissory notes bearing interest from 8% to 10%  per annum and due twelve months from date of signing. As at April 30, 2009, the balance due and owing including accrued
interest was $458,471.





During fiscal year ended April 30, 2009, we borrowed an aggregate of $48,529 from an unrelated company in accordance with the terms and provisions of certain promissory notes bearing interest at the rate of 8% per annum and due six months from the date of signing. As at April 30, 2009, the balance due and owing including accrued interest
was $50,841.





Lease Agreement Guarantor





We are a guarantor of a lease agreement effective September 1, 2007 that obligates us under conditions of default by a previously related party lessee (a company which had two directors in common with us), to pay for the entire lease relating to our Tucson, Arizona office until the end of the lease term through October 31, 2010 or as amended
and renewed. As at April 30, 2009, the gross value of the guarantee was $212,774. As of the date of this Annual Report, the lessee has defaulted on the lease and subsequently moved offices. The potential liability as a result of the lessee’s default due to joint and severable provisions relating to the lease guarantee is $212,714 but negotiations by the lessee to settle this potential liability mitigates against our potential liability.





Corporate Support Agreement




Effective January 1, 2007 as dated May 1, 2007, our Board of Directors, pursuant to unanimous written consent in lieu of a meeting, authorized and approved the execution of an eighteen month corporate support agreement (the "Corporate Support Agreement") with Sweetwater Capital Corp., a private company organized under the laws of the Province
of British Columbia, Canada ("SCC"). In accordance with the terms and provisions of the Corporate Support Agreement: (i) SCC shall provide us with corporate services including, but not limited to, furnished offices, communication services, support services, personnel, and other incidental services in order for us to be able to perform our corporate business operations and activities in Vancouver, British Columbia; (ii) SCC shall further provide at our request financial services, bookkeeping and accounting services,
formulation of budget plans, establishment of financial relationships, and preparation and maintenance of proper accounting records; and (iii) we shall pay SCC the aggregate monthly sum of CDN$15,000 plus goods and services tax. Effective December 31, 2008, the monthly amount of the contract was modified to US$12,000 per month.  The corporate support agreement’s contract term has lapsed and services continue to be provided on a month to month basis.




PURCHASE OF SIGNIFICANT EQUIPMENT





We do not intend to purchase any significant equipment during the next twelve months.





OFF-BALANCE SHEET ARRANGEMENTS





As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to
investors.


25


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION-
continued





GOING CONCERN





The independent auditors' report accompanying our April 30, 2009 and 2008 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize
our assets and satisfy our liabilities and commitments in the ordinary course of business.





RECENT ACCOUNTING PRONOUNCEMENTS





In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411 of the AICPA Professional Standards.  The Company does not expect there to be any significant impact of adopting SFAS 162 on its financial position, cash flows and results of operations.





In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 is not anticipated to have any effect on the Company’s financial position, statements of operations, or cash flows at this time.





In April 2009, the FASB issued FSP SFAS 157-4 which provides additional guidance for estimating fair value in accordance with SFAS 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. FSP SFAS 157-4 also includes guidance on identifying circumstances that
indicate a transaction is not orderly. FSP SFAS 157-4 requires the disclosure of the inputs and valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. The adoption of this statement did not have a material impact on the Company’s results of operations and financial position.





In June 2009, the FASB issued FAS No. 165 “Subsequent Events”(“FAS 165”). FAS 165 requires companies to recognize in the financial statements the effects of subsequent events that provide additional evidence about conditions that existed at the date
of the balance sheet, including the estimates inherent in the process of preparing financial statements. An entity shall disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued.  Companies are not permitted to recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are issued.
Some non recognized subsequent events must be disclosed to keep the financial statements from being misleading.  For such events a company must disclose the nature of the event, an estimate of its financial effect, or a statement that such an estimate cannot be made. This Statement applies prospectively for interim or annual financial periods ending after June 15, 2009. The adoption of FAS 165 is not expected to have a material impact on the Company’s results of operations and financial position.





In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162(“SFAS168”). Upon its adoption,
the FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities. On the effective date ofSFAS168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. FollowingSFAS168, the FASB will not issue new accounting standards in the form of FASB Statements, FASB Staff Positions, or Emerging Issues
Task Force abstracts.SFAS168 will also modify the existing hierarchy of GAAP to include only two levels — authoritative and non-authoritative.SFAS168 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009, and early adoption is not permitted. The Company does not believe that the adoption of this standard will have a material impact on its financial position, results of operations
or cash flows.





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.
  Exchange Rate
  Our reporting currency is United States Dollars (“USD”).  As we have acquired properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. However, any potential revenue and expenses will be denominated in U.S. Dollar, and the net income
effect of appreciation and devaluation of the currency against the US Dollar would be limited to our costs of acquisition of property.
  Interest Rate
  Interest rates in the United States are generally controlled. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on
our operating and financing activities. We have not entered into derivative contracts to hedge existing risks for speculative purposes.
  Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.


26


ZORO MINING CORP.
 
 (An Exploration Stage Company)
 
 Consolidated Financial Statements
 
 April 30, 2009
 
 
 
 
 
 PageReport of Independent Registered Public Accounting Firm
F-1Consolidated Balance Sheets
F-2Consolidated Statements of Operations
F-3Consolidated Statements of Cash Flows
F-4Consolidated Statement of Stockholders' Equity
F-5Notes to the Consolidated Financial Statements
F-6 to F-14
 
 
 
 
 
 
 
 
 
 
 27
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Stockholders and Board of Directors of Zoro Mining Corp.
 
 We have audited the accompanying consolidated balance sheets of Zoro Mining Corp. (an exploration stage company) as of April 30 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended April 30, 2009 and 2008 and the period from April 20, 2004 (inception) through
April 30, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Zoro Mining Corp. as of April 30, 2009 and 2008 and the results of its operations and its cash flows for the years ended April 30, 2009 and 2008 and the period from April 20, 2004 (inception) through April 30, 2009
in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated.  The Company
requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 DALE MATHESON CARR-HILTON LABONTE LLP
 CHARTERED ACCOUNTANTS
 Vancouver, Canada
 July 13, 2009
 
 
 
 
 
 
 F-1
  Zoro Mining Corp.
 (An Exploration Stage Company)
 Consolidated Balance Sheets
 
 April 30,
2009
$


April 30,
2008
$CURRENT ASSETSCash


4,485



68,551Prepaid expenses


-



1,726Other receivables


6,072



14,370Loan receivable (Note 3)


-



132,500Total Current Assets


10,557



217,147EQUIPMENT (Note 5)


339,305



435,267MINERAL PROPERTIES (Note 4)


635,910



1,272,727TOTAL ASSETS


985,772



1,925,141LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable and accrued liabilities


456,859



295,207Promissory notes payable (Note 7)


706,312



-Due to related parties (Note 6)


1,534,594



53,151Total Current Liabilities


2,697,765



348,358CONVERTIBLE NOTE (Note 7)


136,651



-DEFERRED INCOME TAX LIABILITY (Note 11)


216,208



432,727Total Liabilities


3,050,624



781,085Stockholders’ Equity (Deficit)Capital stock (Note 8)
180,000,000 common shares authorized, $0.00001 par value4,345,014 shares issued and outstanding (2008 – 4,337,520)


869



868Additional paid-in capital


5,035,664



4,915,665Equity component of convertible notes (Note 8)


84,026



-Donated capital


34,500



34,500Deficit accumulated during the exploration stage


(7,219,911
)


(3,806,977
)Total Stockholders’ Equity (Deficit)


(2,064,852
)


1,144,056TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)


985,772



1,925,141
 
 GOING CONCERN CONTINGENCY  (Note 1)
 COMMITMENTS AND CONTINGENCIES (Notes 4, 9)
 
 The accompanying notes are an integral part of the consolidated financial statements
 F-2
  Zoro Mining Corp.
 (An Exploration Stage Company)
 Consolidated Statements of Operations
 
 For the Year Ended April 30, 2009


For the Year Ended April 30, 2008


From April 20, 2004 (Date of Inception) to April 30, 2009$


$


$ExpensesBad Debt  (Note 3)


136,250



-



136,250Consulting (Note 6)


316,771



377,906



694,677Depreciation


104,877



74,331



179,208Donated services


-



-



25,500Filing and transfer agent fees


7,907



18,607



26,514Impairment of mineral property costs (Note 4)


420,298



-



420,298Management and administration fees (Note 6)


218,293



368,337



586,630Mineral exploration costs (Note 4)


1,789,256



2,279,644



4,124,239Office and general (Note 6)


261,666



280,610



643,100Professional fees


161,366



204,360



451,541(3,416,684
)


(3,603,795
)


(7,287,957
)Other incomeInterest income


3,750



64,296



68,046Net loss


(3,412,934
)


(3,539,499
)


(7,219,911
)Basic and diluted  loss per common share


(0.79
)


(0.79
)Weighted average number of common shares outstanding - basic and diluted


4,344,301



4,461,725
 
 
 
 
 
 
 
 
 
 
 
 The accompanying notes are an integral part of the consolidated financial statements
 F-3
  Zoro Mining Corp.
 (An Exploration Stage Company)
 Consolidated Statements of Cash Flows
  For the Year
Ended April 30,
2009
$


For the Year Ended April 30, 2008
$


From
April 20, 2004
(Date of Inception)
to April 30,2009
$Cash Flows Used In Operating ActivitiesNet loss


(3,412,934
)


(3,539,499
)


(7,219,911
)Adjustments to reconcile net loss to cash used in operating activities:Depreciation


104,877



74,331



179,208Non-cash management fees


120,000



209,293



329,293Accrued interest income


(3,750
)


(7,500
)


(11,250
)Accrued interest expense


23,783



-



23,783Accretion of interest on convertible note


20,677



-



20,677Bad debt


136,250



-



136,250Impairment of mineral properties


420,298



-



420,298Donated rent


-



-



9,000Donated services


-



-



25,500Change in operating assets and liabilities:Decrease in prepaid expenses


1,726



175,001



-Decrease (increase) in other receivables


8,298



(14,370
)


(6,072
)Increase (decrease) in due to related parties


1,481,443



(79,746
)


1,534,594Increase in accounts payable and accrued liabilities


161,652



188,842



456,859Net Cash Used in Operating Activities


(937,680
)


(2, 993,648
)


(4,101,771
)Cash Flows Used In Investing ActivitiesPurchase of equipment


(8,915
)


(509,598
)


(518,513
)Loan receivable


-



-



(125,000
)Net Cash Used In Investing Activities


(8,915
)


(509,598
)


(643,513
)Cash Flows From Financing ActivitiesPromissory note payable


682,529



-



682,529Convertible note


200,000



-



200,000Proceeds from common stock issuances and subscriptions


-



1,165,940



3,867,240Net Cash From Financing Activities


882,529



1,165,940



4,749,769Increase (Decrease) in Cash


(64,066
)


(2,337,306
)


4,485Cash – Beginning


68,551



2,405,857



–Cash – Ending


4,485



68,551



4,485Supplemental DisclosuresInterest paid


–



–



–Income taxes paid


–



–



–
 
 Other Non-cash Investing and Financing Activities – Note 10
 
 The accompanying notes are an integral part of the consolidated financial statements
  F-4
  Zoro Mining Corp.
 (An Exploration Stage Company)
 Consolidated Statement of Stockholders’ Equity
 From April 20, 2004 (Date of Inception) to April 30, 2009
  Equity





DeficitComponent





AccumulatedAdditional


Of


Common


During thePaid-in


Convertible


Stock


Exploration


DonatedCommon Stock


Capital


Debt


Subscriptions


Stage


Capital


Total#


$


$


$


$


$


$


$Balance – April 20, 2004 (Date of Inception)


–



–



–



–



–



–



–



–Issuance of common shares for cashat $.0002/share


7,200,000



1,440



(1,400
)


–



(40
)


–



–



–Net loss for the period


–



–



–



–



–



(1,858
)


–



(1,858
)Balance – April 30, 2004


7,200,000



1,440



(1,400
)


–



(40
)


(1,858
)


–



(1,858
)Issuance of common shares for cashat $.0002/share


1,800,000



360



(350
)


–



(10
)


–



–



–Share subscriptions received


–



–



–



–



40



–



–



40Donated rent and services


–



–



–



–



–



–



10,500



10,500Net loss for the year


–



–



–



–



–



(32,480
)


–



(32,480
)Balance – April 30, 2005


9,000,000



1,800



(1,750
)


–



(10
)


(34,338
)


10,500



(23,798
)Share subscriptions received


–



–



–



–



10



–



–



10Donated rent and services


–



–



–



–



–



–



12,000



12,000Net loss for the year


–



–



–



–



–



(12,690
)


–



(12,690
)Balance – April 30, 2006


9,000,000



1,800



(1,750
)


–



–



(47,028
)


22,500



(24,478
)Issuance of common shares for cashat $0.0544/share


1,822,500



364



100,886



–



–



–



–



101,250Share subscriptions received


–



–



–



–



2,600,000



–



–



2,600,000Donated rent and services


–



–



–



–



–



–



12,000



12,000Net loss for the year


–



–



–



–



–



(220,450
)


–



(220,450
)Balance – April 30, 2007


10,822,500



2,164



99,136



–



2,600,000



(267,478
)


34,500



2,468,322Shares and warrants issued for private placement at $25 per unit (Note 7(a))


157,514



32



3,765,908



–



(2,600,000
)


–



–



1,165,940Share cancellation (Note 8(a))


(6,642,500
)


(1,328
)


1,328



–



–



–



–



–Fair value of warrants issued for mineral properties (Note 4)


–



–



840,000



–



–



–



–



840,000Fair value of warrants issued for services (Note 8(b))


–



–



209,293



–



–



–



–



209,293Net loss


–



–



–



–



–



(3,539,499
)


–



( 3,539,499
)Balance – April 30, 2008


4,337,514



868



4,915,665



–



–



(3,806,977
)


34,500



1,144,056Issuance of common shares for services


7,500



1



119,999



–



–



–



–



120,000Equity component of convertible note


–



–



–



84,026



–



–



–



84,026Net loss


–



–



–



–



–



(3,412,934
)


–



(3,412,934
)Balance – April 30, 2009


4,345,014



869



5,035,664



84,026



–



(7,219,911
)


34,500



(2,064,852
)
 
 All share amounts have been restated to reflect the 36:1 forward share split on February 9, 2007 and a 20:1 reverse share split on April 22, 2009  (refer to Note 1).
 
 The accompanying notes are an integral part of the consolidated financial statements
 F-5
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009
  1.
Nature of Operations

The Company was incorporated in the State of Nevada on April 20, 2004. The Company is in the exploration stage, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7. The Company’s principal business is the acquisition and exploration of mineral resources (Note 4). The Company has not presently determined
whether its mineral properties contain mineral reserves that are economically recoverable.
Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings
in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent on the ability of the Company to obtain necessary equity financing to continue operations, the continued support of related party creditors, to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and ultimately the attainment of profitable operations. As at
April 30, 2009, the Company has accumulated losses of $7,219,911 since inception and has a working capital deficiency of $2,687,208. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In conjunction with the April
22, 2009 reverse share consolidation, the Company plans to finance its activities utilizing debt and equity instruments that should be more favorably received by the investment community due to the corporate restructuring. The Company also plans to settle some of its existing debts with equity in order to reduce current liabilities and  improve the overall financial condition of the Company.

Share Splits

On February 9, 2007 the Company increased the number of shares of the Company's authorized share capital and correspondingly increased the number of its issued and outstanding common shares on a thirty-six (36) new shares for one (1) old share basis.  As a result, the Company's authorized share capital was increased from 100,000,000 common shares to 3,600,000,000 common shares,
and the Company's issued and outstanding common stock was increased from 6,012,500 common shares to 216,450,000 common shares.

On April 22, 2009, the Company filed a Certificate of Change with the Secretary of State of the state of Nevada to effectuate a reverse stock split of the Company’s authorized share capital on the basis of one new common share for twenty old common shares. As a result, as of April 22, 2009, the Company’s authorized share capital decreased from 3,600,000,000 shares of common stock
to 180,000,000 shares of common stock and its issued and outstanding share capital decreased from 86,900,400 shares of common stock to 4,345,014 shares of common stock.

All references to the number of common shares issued and outstanding have been restated to give retroactive effect to the stock splits, unless otherwise noted.

Name Change and Merger

Effective on March 19, 2007, solely for the purposes of effecting a name change, the Company (as Rochdale Mining Corporation), merged with a new wholly-owned subsidiary, Zoro Mining Corp., pursuant to Articles of Merger that the Company filed with the Nevada Secretary of State. The merger was in the form of a parent/ subsidiary merger, with the Company as the surviving corporation. Upon completion
of the merger, the Company's name was changed to "Zoro Mining Corp." and the Company's Articles of Incorporation have been amended to reflect this name change.

The Company’s common shares trade on the United States OTC Bulletin Board and on the Frankfurt Stock Exchange.
 
 2.
Summary of Significant Accounting Policies
 
 a)
Basis of Presentation and Fiscal Year

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.  The Company’s fiscal year-end is April 30.
  F-6
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009
 
 2.
Summary of Significant Accounting Policies- continued
 b)
Principles of Consolidation

The Company has incorporated three wholly-owned subsidiaries in each of Peru (Zoro Mining SAC, dba “Zoro Peru”), Chile (Sociedad Zoro Chile Limitada, dba “Zoro Chile”), and Mexico (Aravena Mexicana, SA, dba “Zoro Mexico”) to beneficially hold property titles in each country.  These financial
statements include the accounts of Zoro Mining Corp., and its wholly-owned subsidiaries Zoro Peru, Zoro Chile, and Zoro Mexico (collectively the “Company”).  All intercompany transactions and balances have been eliminated upon consolidation.c)
Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  The most significant estimates with regard to these financial statements relate to carrying values of mineral properties, estimated useful lives of equipment, fair value of stock-based transactions, and the provision for income taxes.
 
 d)
Equipment

Equipment is recorded at cost.  Depreciation is provided using the straight-line method over 5 years for exploration equipment, automotive equipment and furniture and fixtures; depreciation is provided using the straight-line method over 3 years for computer equipment. Maintenance and repairs are expensed
as incurred. Replacements and betterments are capitalized.
 
 e)
Basic and Diluted Net Income (Loss) Per Share

The Company computes loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available
to common shareholders by the weighted average number of outstanding common shares during the period, as retroactively restated for the 36:1 stock split. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
 
 f)
Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in these
financial statements.
  g)
Mineral Property Costs (continued)

Pursuant to EITF 04-2, the Company classified its mineral rights as tangible assets and accordingly acquisition costs are capitalized as mineral property costs.  Generally accepted accounting principles require that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.  In performing the review for recoverability, the Company is to estimate the future cash flows expected to result from the use of the asset and its eventual disposition.  If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized.  Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular
property. To date the Company has not established any proven or probable reserves and accordingly, the Company has expensed all mineral exploration costs.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred,
and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. As of April 30, 2009, any potential costs related to the retirement of the Company’s mineral property interests have not yet been determined.
  F-7
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009
 
 2.
Summary of Significant Accounting Policies- continued
 h)
Financial Instruments (or Financial Instruments and Risk Management?)

In accordance with the requirements of SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying value of the Company’s financial instruments, consisting
of cash, other receivables, loan receivable, accounts payable  and promissory note payable approximates their fair value due to the short maturity of such instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of the amounts due to related parties is not determinable as they have no specific repayment terms.

The Company’s operations are in Mexico and South America and certain of its assets and liabilities give rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility
of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

As of May 1, 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected
are reporting in earnings. The adoption of SFAS No. 159 has not had a material effect on the Company’s financial position, statements of operations, or cash flows at this time.
 
 i)
Income Taxes

The Company accounts for income taxes following the provisions of SFAS No. 109 “Accounting for Income Taxes”. Under SFAS No. 109 deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts
in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
 
 i)
Income Taxes (continued)

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on December 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by Interpretation 48, which clarifies SFAS
No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied
Interpretation 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact on the financial statements during the year ended April 30, 2008.
 
 j)
Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. The financial statements of the subsidiaries are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation” using period-end rates of exchange for
assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in current operations. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials
statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
 
 F-8
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009
 
 2.
Summary of Significant Accounting Policies- continued
 k)
Stock-Based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. The Company has adopted a stock option plan, but no options have been granted to date and no stock-based compensation been recorded.
 
 l)
Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets", the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The
Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
 
 m)
Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411 of the AICPA Professional Standards.  The Company does not expect there to be any significant impact of adopting SFAS 162 on its financial position, cash flows and results of operations.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 is not anticipated to have any effect on the Company’s financial position, statements of operations, or cash flows at this time.

In April 2009, the FASB issued FSP SFAS 157-4 which provides additional guidance for estimating fair value in accordance with SFAS 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. FSP SFAS 157-4 also includes guidance on identifying circumstances that
indicate a transaction is not orderly. FSP SFAS 157-4 requires the disclosure of the inputs and valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. The adoption of this statement did not have a material impact on the Company’s results of operations and financial position.

In June 2009, the FASB issued FAS No. 165 “Subsequent Events”(“FAS 165”). FAS 165 requires companies to recognize in the financial statements the effects of subsequent events that provide additional evidence about conditions that existed at the date
of the balance sheet, including the estimates inherent in the process of preparing financial statements. An entity shall disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued.  Companies are not permitted to recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are issued.
Some non recognized subsequent events must be disclosed to keep the financial statements from being misleading.  For such events a company must disclose the nature of the event, an estimate of its financial effect, or a statement that such an estimate cannot be made. This Statement applies prospectively for interim or annual financial periods ending after June 15, 2009. The adoption of FAS 165 is not expected to have a material impact on the Company’s results of operations and financial position.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162(“SFAS168”). Upon its adoption,
the FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities. On the effective date ofSFAS168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. FollowingSFAS168, the FASB will not issue new accounting standards in the form of FASB Statements, FASB Staff Positions, or Emerging Issues
Task Force abstracts.SFAS168 will also modify the existing hierarchy of GAAP to include only two levels — authoritative and non-authoritative.SFAS168 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009, and early adoption is not permitted. The Company does not believe that the adoption of this standard will have a material impact on its financial position, results of operations
or cash flows.
 
 F-9
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009
  3.
Loan Receivable

During the year ended April 30, 2008, $125,000 was advanced to a property vendor under a failed property acquisition agreement.  This amount is secured by an interest in another company, bears interest at 6% simple interest per annum, and was repayable on March 12, 2008.  The note remains outstanding at April 30, 2009.  
During the year ended April 30, 2009 the Company recognized a full impairment of this loan of $136,250 including accrued interest due to doubtful recovery.


4.
Mineral Properties

Pursuant to an agreement dated April 12, 2007 and effective on May 7, 2007, the Company agreed to the terms and conditions of a mineral property acquisition agreement between the Company and various third parties pursuant to which the vendors agreed to transfer a 100% undivided legal, beneficial and registerable interest in and to
six separate mineral property projects, totaling approximately 28,173 acres in Chile, 6,672 acres in Mexico, and a further 4,942 acres located in Peru (the “Mineral Property Acquisition Agreement”).

In order to complete the acquisitions, three wholly-owned subsidiaries in each of Peru, Chile, and Mexico were incorporated by the Company between May and July 2007 to beneficially hold property titles in each country.  As consideration, a founding shareholder of the Company agreed to sell an aggregate of 35,500,000 pre-reverse
split restricted common shares to the vendors at a purchase price of US$0.00001 per common share, the Company agreed to enter into certain consulting arrangements for management and administration of exploration activities with certain agents to the vendors of the properties, and the Company further agreed to pay all regulatory and governmental payments and assessment work required to keep the mineral property interests in good standing. The Company is in the process of establishing and transferring to the wholly-owned
subsidiaries its various and newly acquired property interests. The Company has completed property transfers in Chile, and have prepared for the transfer of title to its property interests in Peru to Zoro Mining SAC pending payment of required fees. Property transfers in Mexico are pending from Aravena Internacional SA to Aravena Mexicana SA in Mexico pending the payment of required fees.

The Company has been concentrating its exploration initiatives primarily in Peru on its 4,942 acre Yura gold prospect located near Arequipa, Peru and on its 14,830 acre Don Beno gold and copper project near Copiapo, Chile.

On May 18, 2007 and in connection with the Mineral Property Acquisition Agreement, the Company issued an aggregate of 4,670,000 pre-reverse split warrants to purchase restricted common shares of the Company at a price of $0.70 per share for a term until May 18, 2009 for finders’ fees in connection with the exploration properties
acquired of which 808,500 pre-reverse split warrants were issued to an individual who subsequently became the President and Director of the Company. The term of these warrants is two years. The fair value of these warrants at the date of grant of $840,000 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 4.38%, a dividend yield of 0%, and an expected volatility of 40% and has been recorded as mineral property acquisition costs in the period.
The Company has also recorded a deferred income tax liability of $432,727 relating to the temporary difference between the carrying value and tax value of the mineral properties.  Refer to Note 11.  The acquisition cost of $1,272,727 has been allocated by exploration acreage in Chile, Peru, and Mexico in the amounts of $889,436, $160,981, and $222,310 respectively.

The Company has impaired acquisition costs in the amount of $311,406 (net of deferred tax recovery of $160,423) during the year ended April 30, 2009 related to certain Mexican and Chilean properties not explored to date combined with management’s expectation of exploration priorities on certain of its targets in Chile and Peru,
given current market conditions and lack of exploration funds. In addition, the Company has impaired acquisition costs in the amount of $164,988 (net of deferred tax recovery of $56,096) during the year ended April 30, 2009 related to a certain Chilean property where annual claims renewal has not be effected, notwithstanding management’s intention to do so. The Company intends to keep all properties impaired during the year ended April 30, 2009 held in good standing for future exploration and development.
  Mineral exploration costs by area of exploration for the years ended April 30, 2009 and 2008 were as follows:
 
 2009


2008ChileDrilling

$
285,137


$
34,860Field supplies


58,870



134,155Geological, mapping and survey


621,271



502568Property maintenance


133,908



154,798Site administration


479,063



312,890Travel


80,849



18,5321,659,098



1,157,803PeruField supplies


-



14,406Geological, mapping and survey


-



615,389Property maintenance


6,597



74,577Site administration


62,217



229,184Travel


4,033



50,05372,847



983,609MexicoGeological, mapping and survey


-



5,612Property maintenance


9,111



3,970Site administration


48,200



128,65057,311



138,232Total

$
1,789,256


$
2,279,644
 
 The Company shares operating offices in Chile, Peru, and Tucson, AZ with Pacific Copper Corp. (Pacific Copper), a Delaware public company.  Certain directors and management of the Company also act as officers, directors, and management of Pacific Copper (refer to Note 6).
 F-10
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009
  5.
Equipment

Equipment is comprised of certain assets located primarily in Peru and Chile relating to exploration activity.

Cost


Accumulated Depreciation


Net Book Value


Net Book Value2009


2009


2009


2008North AmericaComputers

$
7,020


$
4,938


$
2,082


$
5,304South AmericaComputers


3,315



1,588



1,727



2,832Furniture


12,639



3,720



8,919



11,497Exploration equipment


14,204



4,766



9,438



12,482Vehicles


105,752



27,025



78,727



89,625Earth moving equipment


375,583



137,171



238,412



313,527511,493



174,270



337,223



429,963Total

$
518,513


$
179,208


$
339,305


$
435,267

6.
Related Party Transactions

During the year ended April 30, 2009, the Company incurred the following amounts to officers, directors, and other related parties to the Company:

a)
incurred $84,000 (2008: $82,500) to a director and officer of the Company for geological services rendered of which $85,370 (2008: $15,000) was owed this director at April 30, 2009 for unpaid services and reimbursement of expenses, with such costs recorded as mineral exploration costs;

b)
incurred to a director and officer of the Company $90,000 (2008: $98,000) for management of South American exploration with such costs recorded as mineral exploration costs.  At April 30, 2009, $504,007 (2008: $26,695) was owed to this director for unpaid fees and reimbursement of expenses;

c)
incurred to a director and officer of the Company $151,278 (2008: $108,541) for management services with respect to the administration of the Company of which $26,809 (2008: -$0-) was owed to this officer at April 30, 2009 for unpaid services and reimbursement of expenses;

d)
paid an officer of the Company $27,167 (2008: $15,167) for administrative services;

f)
the Company incurred a total of $1,048,408 (2008: $400,000)  to a private Chilean company that provides exploration services to the Company in Chile and has a director in common, with such costs recorded as exploration costs in Chile, South America and of which $918,408 (2008: $-0-) was owing at April 30, 2009.

During the year ended April 30, 2009, the Company participated in a cost sharing arrangement with another public company, Pacific Copper that has two directors in common with the Company and shares South American operating offices. The expenditures relate to shared exploration in similar operating areas of Chile and Peru including shared
site offices in each country. During the year ended April 30, 2009 Pacific Copper loaned the Company $430,000 secured by non-interest bearing promissory notes of which $197,000 was owing at year end  (Note 7).

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

7.
Convertible and Promissory Notes

Convertible Notes

On October 31, 2008, the Company issued a $200,000 6% convertible note with a term to October 31, 2010 convertible into units at $3.20 per unit for a period of two years.  Each unit is comprised of one common share and one share purchase warrant exercisable for at $5 per share for a two year term from the date of conversion. The
convertible debt was allocated between its debt and equity components on a relative fair value basis with the fair value of the debt portion ($115,974) being determined based on an estimated fair value discount rate of 15% and the fair value of the equity portion ($84,026) being determined using the Black-Scholes pricing model for the embedded share and warrant issuable upon conversion, and utilizing an expected life of 2 years, a risk free interest rate average of 1.56%, a dividend yield of 0%, and an expected
volatility of 140%.  The Company will record further interest expense above the stated 6% per annum rate over the term of the convertible note of $84,026 resulting from the difference between the stated value and carrying value at the date of issuance using the effective interest rate method.  At April 30, 2009, $20,677 in accretion interest has been recorded corresponding to an aggregate convertible note carrying value at that date of $136,651.

F-11

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2009


7.
Convertible and Promissory Notes - continued
 Promissory Notes





During the year ended April 30, 2009, the Company borrowed $437,000 from an unrelated company by way of promissory notes bearing interest from 8% to 10% per annum and due twelve months from signing. At April 30, 2009 the balance owing including interest was $458,471.





During the year ended April 30, 2009, the Company borrowed $48,529 from an unrelated company by way of promissory notes bearing interest at a rate of 8% per annum and due six months from signing. At April 30, 2009, the balance owing including interest was $50,841.





During the year ended April 30, 2009, the Company borrowed $430,000 from a related party by way of non interest bearing promissory notes whch are unsecured and repayable on demand (Note 6).  At April 30, 2009 the balance owing was $197,000.





8.
Capital Stock





a)
Share issuances and cancellations:

Between May 4, 2007 and July 11, 2007, and in connection with a private placement, the Company issued in four tranches a total of 157,520 units of securities (3,150,400 pre-reverse stock split units) for $3,938,000.  Each unit was priced at $25 ($1.25 pre-reverse stock split) and was comprised of one common share and one share
purchase warrant to purchase a further share of common stock at a price of $30.00 ($1.50 pre-reverse stock split) until October 31, 2009.

A total of $172,060 and 5,040 warrants were paid to consultants as finders’ fees in connection with the above private placement, with such warrants having the same terms and conditions as the warrants in the units of the private placement.  The fair value of these warrants at the date of grant of $37,767 was estimated
using the Black-Scholes warrant pricing model with an expected life of 2 years, a risk free interest rate average of 4.31%, a dividend yield of 0%, and an expected volatility of 40%.

On May 7, 2007, and in connection with the Mineral Property Acquisition Agreement, an aggregate of 6,642,500 post-split common shares of the Company held by certain directors of the Company were cancelled and returned to treasury for no consideration as part of a restructuring to allow the Company to acquire certain assets.  No
value was attributed to the transaction on the basis of prior negotiations.

On May 31, 2008 the Company issued 7,500 post-split common shares valued at $120,000 to a third party pursuant to a financial advisory consulting services agreement effective for a six month term. The Company fully amortized $120,000 relating to this services agreement during the year ended April 30, 2009.





b)
Warrants:

On May 18, 2007 and in connection with the Mineral Property Acquisition Agreement, the Company issued an aggregate of 233,500 warrants to purchase restricted common shares of the Company at a price of $14 per share for a term until May 18, 2009.  The warrants were granted for mineral property acquisition costs in connection
with the exploration properties acquired. The fair value of these warrants at the date of grant of $840,000 was estimated using the Black-Scholes warrant pricing model with an expected life of 2 years, a risk free interest rate of 4.38%, a dividend yield of 0%, and an expected volatility of 40%. The warrants subsequently expired unexercised.

On May 18, 2007 and in connection with management services to be rendered over a one year period by the current President and director of the Company, the Company issued an aggregate of 40,000 warrants to purchase common shares of the Company at a price of $30 per share for a term until May 18, 2009.  The fair value of these
warrants at the date of grant of $209,293 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 4.38%, a dividend yield of 0%, and an expected volatility of 40%, and was recorded in accordance with the provisions of SFAS 148 to management and administration fees. The warrants subsequently expired unexercised.





F-12

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
April 30, 2009


8.
Capital Stock - continued
  Warrant transactions are summarized as follows:


Number of Warrants


Weighted Average Exercise Price per Share ($)


Weighted Average Contractual Life Remaining (in Years)Balance, April 30, 2007


-



-



-Granted during the year


436,060



21.37



2.00Balance, April 30, 2008


436,060



21.37



1.22Granted during the yearBalance, April 30, 2009


436,060



21.37



0.22





c)
Share options:

On February 7, 2008, the Company adopted a stock option plan (the “2008 Stock Incentive Plan”) including both qualified and non-qualified share options not to exceed 15% of the issued and outstanding share options at any date.  No share options have been granted at the date of these financial statements.





9.
Commitments and Contingencies

On May 1, 2007, the Company entered into a corporate support services agreement effective January 1, 2007 with a third party to perform office and administrative services for approximately $12,000 per month.

The Company is a guarantor of a lease agreement effective September, 1, 2007 that obligates the Company under conditions of default by a related party lessee (a company with two directors in common with the Company), to pay for the entire lease relating to the Company’s Tucson, Arizona office until the end of the lease term through
October 31, 2010 or as amended or renewed.  As at April 30, 2009, the gross value of the guarantee was $212,774.  The lessee has defaulted on the lease and subsequently moved offices. The potential liability, if any, as a result of the lessee’s default due to joint and severable provisions relating to the lease guarantee is presently not determinable and negotiations by the lessee to settle this potential liability with the landlord are ongoing.





10.
Non-cash Investing and Financing Activities

On May 31, 2008 the Company issued 7,500 post-split common shares valued at $120,000 to a third party pursuant to a financial advisory consulting services agreement effective for a six month term. See note 8.





11.
Income Taxes

There were no temporary differences related to the Company’s assets and liabilities nor other temporary differences that result in deferred tax assets nor liabilities, except for the Company’s net operating loss carry-forwards of approximately $2,508,000 (2008 - $1,293,000), which may be available to reduce future year’s
taxable income, accounting deductions for equipment in excess of those for tax of approximately $44,000 (2008 - $11,000) and a non-deductible mineral property acquisition costs of approximately $801,000. The net operating loss carry-forwards will expire, if not utilized, commencing in 2024.  Management believes that the realization of the benefits from the deferred tax assets beyond the amount required to offset the equipment deferred tax liability, is uncertain due to the Company’s limited operating
history and continuing losses.  Accordingly, a deferred tax asset valuation allowance has been provided.


F-13
 
 Zoro Mining Corp.
 (An Exploration Stage Company)
 Notes to the Consolidated Financial Statements
 April 30, 2009


11.
Income Taxes - continued

The significant components of the Company’s deferred income tax assets and liabilities at April 30 are as follows:


2009


2008Deferred tax assetsNon-capital losses

$
852,704


$
439,726Less: valuation allowance


(837,914
)


(436,136
)Net deferred tax assets


14,790



3,590Deferred tax liabilitiesEquipment


(14,790
)


(3,590
)Mineral properties


(216,209
)


(432,727
)(230,999
)


(436,317
)Total deferred tax assets (liabilities)

$
(216,209
)

$
(432,727
)





The provision for income tax differs from the amount computed by applying statutory tax rates to earnings (loss) before income taxes.  The difference results from the following:





2009


2008Net loss before income taxes

$
(3,412,934
)

$
(3,539,499
)Statutory tax rate


34
%


34
%Expected tax expense (recovery)


(1,160,398
)


(1,203,430
)Items not deductible for tax purposes


758,619



846,506Change in valuation allowance


401,779



356,924Deferred income tax provision (recovery)

$
-


$
-





The Company has filed income tax returns since inception in the United States.  Inherent uncertainties arise over tax positions taken with respect to transfer pricing, related party transactions, tax credits, tax based incentives and stock based transactions. Management has considered the likelihood and significance of possible
penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.





12.
Segmented Information





North America


South America
and Mexico


ConsolidatedApril 30, 2009Segmented revenue

$
-


$
-


$
-Segmented loss

$
1,203,380


$
2,209,554


$
3,412,934Identifiable assets

$
15,861


$
969,911


$
985,772April 30, 2008Segmented revenue

$
-


$
-


$
-Segmented loss

$
1,191,900


$
2,347,599


$
3,539,499Identifiable assets

$
215,724


$
1,709,417


$
1,925,141


F-14


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




Our principal independent registered public accounting firm is Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants (“DMCL”). In connection with the appointment of DMCL as our principal registered accounting firm, we have not consulted DMCL on any matter relating to the application of accounting principles to a specific
transaction, either completed or contemplated, or the type of audit opinion that might be rendered on our financial statements.




The reports of DMCL on our financial statements for each of the fiscal years ended April 30, 2009 and 2008 did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going
concern. During our fiscal years ended April 30, 2009 and 2008, there were no disagreements between us and DMCL, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of DMCL, would have caused DMCL to make reference thereto in their reports on our audited consolidated financial statements.




ITEM 9A. CONTROLS AND PROCEDURES





FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.




As of April 30, 2009, the end of our fiscal year covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer), and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this annual report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting as disclosed below and that may be considered to be material weaknesses.





Evaluation of Internal Controls and Procedures Over Financial Reporting




The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and
Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.




As of April  30, 2009, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such assessments.  Based on that evaluation, the Company concluded that, during the period covered by this report, such internal controls and procedures were somewhat effective but not by all criteria utilized.  Therefore conclusions were that internal control over financial reporting was not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed
in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. To some degree however, a mitigating factor was the relatively minor scale of operations during the year that did not warrant a more elaborate system to reduce risks further, and a concentration on exploration initiatives in Chile while only maintenance initiatives that were prevalent on the Company’s prospects in Peru and Mexico.




The matters involving internal controls and procedures that the Company’s management considered to be continuing material weaknesses under COSO and SEC rules were:




(1)
inadequate segregation of duties consistent with control objectives;





(2)
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;






28




ITEM 9A. CONTROLS AND PROCEDURES- continued
  FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES - continued




(3)
infrequent ongoing monitoring and a lack of separate evaluations when an effective monitoring and evaluative system is deemed necessary for corporate integrity;





(4)
a lack of country specific controls and written protocols leading to timely reporting of previously budgeted expenditures.





(5)
ineffective controls over period end financial close and reporting processes.




The aforementioned material weaknesses were identified by the Company's Chief Executive Officer / Chief Financial Officer in connection with the preparation of our financial statements as of April 30, 2009 and communicated the matters to our management and board of directors.




Management believes that the material weaknesses set forth in items (1) to (5) above did not have a material affect on the Company's financial results due to the Company’s current scale and scope of operations.




We are committed to improving our financial organization. As part of this commitment, we intend to create control situations resulting in the segregation of duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the
Company to:




i)
define, document, implement, and monitor written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP , and create country specific controls and protocols,




ii)
prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, and




iii)
establish proper controls over period end financial close and reporting processes.




In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
(ii) These procedures coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future.




We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.




Changes in Internal Control over Financial Reporting




There have been no significant changes in our internal controls over financial reporting that occurred during fiscal year ended April 30, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting with the exception of the below .




Of the material weaknesses identified in last year’s annual report, the Company was able to correct the lack of a functioning audit committee.  The Company’s audit committee is comprised of a majority of independent directors and met on occasions required to effect establishment of basic quarterly review and monitoring
of financial reporting.  In addition, the same independent members of the audit committee are members of both the ethics and compensation committees with such committees meeting to review compensation issues during the fiscal year.  Full compliance with internal controls and procedures affecting financial reporting is still however defective.




Inherent limitations on effectiveness of controls




Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial
reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.






29





ITEM 9A. CONTROLS AND PROCEDURES- continued

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES - continued





This Annual Report does not include an attestation report of our registered public accounting firm, DMCL, regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Security and Exchange Commission that permit us
to provide only management’s report in this Annual Report.





Audit Committee





Our Board of Directors has established an audit committee. The members of the audit committee are Mr. Paul Brock, Mr. Terrance Schorn, Mr. Federico Diaz and Mr. Jas Butalia. Three of the four members of the audit committee “independent” within the meaning of Rule 10A-3 under the Exchange Act. The audit committee was organized
on February 7, 2008 and operates under a written charter adopted by our Board of Directors.





The audit committee has reviewed and discussed with management our audited financial statements as of and for fiscal year ended April 30, 2009. The audit committee has also discussed with DMCL the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, by the Auditing
Standards Board of the American Institute of Certified Public Accountants. The audit committee has received and reviewed the written disclosures and the letter from DMCL required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, and has discussed with DMCL their independence.





Based on the reviews and discussions referred to above, the audit committee has recommended to the Board of Directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for fiscal year ended April 30, 2009 filed with the Securities and Exchange Commission.





ITEM 9A(T)





Not applicable.





ITEM 9B. OTHER INFORMATION





Not applicable.








PART III





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS





All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.





Our directors and executive officers, their ages, positions held are as follows:





Name
Age
Position with the CompanyAndrew Brodkey
53
President/Chief Executive Officer and a DirectorJas Butalia
60
Chief Financial Officer and a DirectorDavid Hackman
67
Vice President of Exploration and a DirectorHarold Gardner
53
Chief Operating Officer/Vice President of Business Development and a DirectorJodi Henderson
35
Secretary/TreasurerTerry Schorn
75
DirectorPaul Brock
45
DirectorFederico Diaz
56
DirectorRene Ramirez
57
Director





30


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE - continued

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS- continued





Business Experience





The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he or she was employed, and including other
directorships held in reporting companies.




Andrew Brodkey.Mr. Brodkey has been our President/Chief Executive Officer and a director since February 18, 2008. Mr. Brodkey is a mining engineer and a lawyer, graduating with distinction with a B.S. in Mining Engineering from the University of Arizona in 1979, and a law degree cum
laude from Creighton University in 1982. He worked at the Denver, Colorado law firm of Gorsuch, Kirgis, Campbell, Walker and Grover as an associate specializing in natural resources and environmental law from 1982 until 1987. Subsequently, Mr. Brodkey joined Magma Copper Company, a NYSE-traded mining company in 1987, where he held various positions, eventually succeeding to the role of Vice President and General Counsel in 1992. Following Magma's acquisition by BHP Cooper Inc. in 1996, he remained in a senior
legal position with BHP Copper Inc., and in 2000 moved to the position of Vice President of Business Development for BHP Copper.  Since 2002 after departing from BHP Copper Inc., Mr. Brodkey has held the title of Managing Director of the International Mining & Metals Group of CB Richard Ellis, Inc., where he was principally accountable for creating and building the mining dispositional practice of CBRE, the world's largest commercial transactor. Mr. Brodkey is also a director and officer of Pacific Copper
Corp., a public company exploring copper properties in Chile and Peru. Operating synergies exist between Pacific Copper and Zoro Mining Corp. Mr. Brodkey is neither a director nor an officer of any other reporting company.




Jas Butalia. Mr. Butalia has been our Chief Financial Officer and a director since May 21, 2007. Mr. Butalia has over twenty-five years experience involving Canadian and international tax consultation and planning including, but not limited to, corporate and personal taxation,
mergers and acquisitions, U.S. taxation, structuring of inbound and outbound transactions, and structuring of tax planning for individuals pertaining to offshore structures. Mr. Butalia was a tax consultation practitioner from 1976 to 2003 with BDO Dunwoody LLP, including partner from 1979. During January 2004, Mr. Butalia retired from BDO Dunwoody LLP, and currently practices as an independent tax consultant. Mr. Butalia served four years on the tax committee of BDO Dunwoody LLP, including chairman,
and also served four years on the tax committee of the Institute of Chartered Accountants of British Columbia. He has authored a paper for the British Columbia Tax Conference hosted by the Canadian Tax Foundation and has written income tax courses and presented seminars for the Professional Development program of the Instituted Chartered Accountants of British Columbia and the Institute of Chartered Accountants of Alberta, and been a tutorial leader for over five years at the School of Chartered Accountancy of
the Institute of Chartered Accountants of British Columbia. Mr. Butalia received a degree from the Institute of Chartered Accountants of British Columbia in 1974 and from the Institute of Chartered Accountants of Alberta in 1989. Mr. Butalia also serves on the board of directors of Uranium International Corp, trading on the OTC Bulletin Board. Mr. Butalia is also involved in volunteering for community services to the Professional Advisory Committee of The Calgary Foundation and the Strategic Planning
Committee of the Bethany Care Society in Calgary, Alberta, Canada.




David Hackman. Dr. Hackman has been our Vice-President of Exploration and a director since May 1, 2007. From January 1996 to June 2000, Dr. Hackman was the vice president of exploration, and the president and a director of Silver Eagle Resources Ltd., an exploration stage
mining company. Prior to that, Dr. Hackman worked in the mineral exploration and mine development industry since 1971. Dr. Hackman holds a Bachelor of Science degree in geophysical engineering from Colorado School of Mines (1964), a Master of Science degree in geological engineering from the University of Arizona (1971), and a Doctor of Philosophy degree in geological engineering from the University of Arizona (1982). Dr. Hackman is also a member of the board of directors of the following companies:
Snowdon Resources Corp. (a Nevada corporation that is a reporting public company trading on the OTCBB), and Pacific Copper Corp. (a Delaware corporation that is a reporting company trading on the OTCBB) and War Eagle Mining Company, Inc. (a British Columbia corporation that is listed on the TSX Venture Exchange and is a reporting Company in Canada). Dr. Hackman is neither a director nor an officer of any other reporting company.




Harold Gardner. Mr. Gardner was our prior President/Chief Executive Officer resigning effective February 18, 2008. He continues to serve as a member of our Board of Directors since his appointment May 1, 2007. Mr. Gardner has over twenty-five years of experience in the
mining and mineral exploration industry in both the United States and South America. From 2003 to present, Mr. Gardner has served as an officer and director of Gareste Limitada, a Chilean mineral exploration and development company. From 2004 to present he has served as an officer and director of each of PGM Internacional and Aravena S.A., both of which are Mexican mineral exploration and development companies. From 1999 to present, Mr. Gardner has served as an officer, director and consultant to Boulder
Resources S.A., a Peruvian mineral exploration and plant construction company. In addition, Mr. Gardner currently serves as an investment and mining consultant to several privately held U.S. companies: Taggart Industries (a Nevada-based investment fund), ZZYZZX Ltd. (a California-based investment trust) and Chile Gold Ltd. (a private consortium of investors based in Colorado). Dr. Gardner is also a member of the board of directors of Pacific Copper Corp. (a Delaware corporation that is a reporting company
trading on the OTCBB). Mr. Gardner is neither a director nor an officer of any other reporting company.




31


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE -
continued

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS- continued





Jodi Henderson.Ms. Henderson has been our Secretary/Treasurer since March 31, 2008. Ms. Henderson has been engaged in the management of publicly held companies for approximately ten years during which she has gained board, administration and finance management experience. From approximately
September 2007 to the current date, Ms. Henderson is the director of operations for Kriyah Consultants, LLC, an administration company that manages publicly held mining exploration companies. Prior to her appointment to Kriyah Consultants, Inc. and during 2006, she managed the administration and marketing for the International Mining & Metals Group of CB Richard Ellis. Ms. Henderson was also a director for the Tucson Museum of Art from 2002 to 2005. Ms. Henderson received a degree in applied mathematics from
Indiana State University. Ms. Henderson is an officer of Pacific Copper Corp. (a Delaware corporation that is a reporting company trading on the OTCBB).




Terence Schorn. Mr. Schorn has been one of our directors since March 16, 2007. Mr. Schorn is a graduate of the Haileybury School of Mines, holds a diploma in Gemology and has over forty-five years experience in the mineral industry. Mr. Schorn is also a Professional
Geoscientist, registered with The Association of Professional Engineers and Geoscientists of British Columbia, as well as an Accredited Gemologist. Since January of 2001 Mr. Schorn has currently a direction and past president of War Eagle Mining Company Inc., an exploration stage mining company conducting exploration activity in Mexico whose shares are presently listed for trading on the TSX Venture Exchange (the "TSXV") in Canada. Mr. Schorn is also a director of Snowdon Resources Corp., a reporting
company listed for trading on the OTCBB, Yankee Hat Minerals and Shoreham Resources Ltd., both of which trade on the TSXV.




Paul D. Brock. Mr. Brock was our prior President, Chief Executive Officer, Treasurer, Principal Accounting Officer, and Principal Financial Officer from April 2004 to May 18, 2007. He continues to serve as a director since his appointment in April 2004. Mr. Brock is a management
consultant and currently the president of Bent International Inc., a private company engaged in International Business and Trade consulting.  Mr. Brock served as President of VendTek Systems Inc. from December 1988 to June 2006.  He resigned as Chairman of VendTek in 2008 and remains a director of VendTek today.   Mr. Brock is a graduate of the British Columbia Institute of Technology's Robotics and Automation Technology Program and a graduate of Simon Fraser University’s
Executive Management Development Program.  Mr. Brock is a professionally accredited director with the Canadian Institute of Charters Secretaries and Administrators (ICSA) and a member in good standing of the professional association of the Applied Science Technologists of British Columbia since 1998. In addition, Mr. Brock is a director of Power Air Corporation, Silica Resources Corp., and Omnicity Corp. which are reporting companies under the Exchange Act.





Rene Ramirez.Mr. Ramirez has been a member of our Board of Directors since February 18, 2008. Mr. Ramirez holds a Masters of Business Administration degree from CETYS University, Mexicali, and a Bachelor of Science degree in Electrical Mechanical Engineering from Universidad de Guadalajara,
Mexico.  From 1992 until recently, he was the Plant Manager with Grupo Industrial DIBOGA, a company in Mexico manufacturing roofing products and asphalt emulsions, and has previously served as plant either plant, production, or engineering manager to a number of automotive parts manufactures in Mexico, including Allied Signal Automotive, Kenworth Mexicana, S.A., and Ruedas y Estampados, S.A.  Mr. Ramirez has significant training and experience in plant management, process engineering, and production
that is applicable to Zoro’s future intended mining and milling operations.





Federico Diaz.Mr. Diaz has been a member of our Board of Directors since February 18, 2008. Mr. Diaz is the owner and president of Industrias Zahori S.A. de C.V., a private-held manufacturer of products for the roofing and waterproofing industries.  With 400 employees, a manufacturing
plant in Mexicali, seven warehouses in the U.S. and Mexico, and a full trucking fleet, Industrias Zahori serves markets in the U.S. and Mexico. Mr. Diaz holds both a Masters in Business Administration from Kansas State University and a Bachelor of Business Administration degree from CETUS Universidad in Mexicali, Mexico. He is also an officer in several charitable organizations, has involvement in a range of education, community, and city development organizations from his home in Mexicali, Mexico,
and serves as director on several boards, including BANAMEX, and Banco Serfin, two of the leading banks in Mexico.




Term of Office




All of our directors hold office or until their successors are elected and qualified or until the next annual general meeting of the shareholders. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.




FAMILY RELATIONSHIPS





There are no family relationships among our directors or officers.





32


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE - continued





INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS





During the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within
two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).





COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT





Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated
under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended April 30, 2009.





ITEM 11. EXECUTIVE COMPENSATION





The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned in excess of $100,000 during fiscal years ended April 30, 2009 and 2008 (collectively, the “Named Executive Officers”):





SUMMARY COMPENSATION TABLE




Name and Principal Position

Year


Salary
($)


Bonus
($)


Stock Awards
($)


Option Awards ($)


Non-Equity Incentive Plan Compensation
($)


Non-Qualified Deferred Compensation Earnings
($)


All Other Compensation
($)


Total
($)Harold Gardner,prior  President

2007/2008


-0-


-0-


-0-


-0-


-0-


-0-


$
98,000


$
98,000and CEO (1)

2008/2009


-0-


-0-


-0-


-0-


-0-


-0-


$
90,000


$
90,000Andrew Brodkey,current President and

2007/2008


-0-


-0-


-0-


-0-


-0-


-0-


$
108,541


$
108,541CEO (2)

2008/2009


-0-


-0-


-0-


-0-


-0-


-0-


$
151,278


$
151,278David Hackman,Vice President of

2007/2008


-0-


-0-


-0-


-0-


-0-


-0-


$
82,500


$
82,500Exploration (3)

2008/2009


-0-


-0-


-0-


-0-


-0-


-0-


$
84,000


$
84,000





(1)
Mr. Gardner resigned as our President/Chief Executive Officer effective as of February 18, 2008. During fiscal years ended April 30, 2009 and 2008, an aggregate of $90,000 and $98,000, respectively, was incurred payable to Mr. Gardner formanagement
of the exploration in South American, of which as at April 30, 2009, an aggregate of $504,007 (2008: $26,695)  remains due and owing to Mr. Gardner. See “Item 13. Certain Relationships and Related Transactions and Director Independence.”





(2)
Mr. Brodkey was appointed as our President/Chief Executive Officer effective as of February 18, 2008. During fiscal years ended April 30, 2009 and 2008, an aggregate of $151,278 and $108,541, respectively, was incurred for management services rendered in the United States regarding management of our interests.  As at April 30, 2009, $26,809 (2008: $-0) remains due and owing to Mr. Brodkey. See “Item
13. Certain Relationships and Related Transactions and Director Independence.”




(3)
During fiscal years ended April 30, 2009 and 2008, an aggregate of $84,000 and $82,500, respectively, was incurred payable to Dr. Hackman for geological services rendered, of which as at April 30, 2009, an aggregate of $85,370 (2008: $15,000) remains due and owing. See “Item 13. Certain Relationships and Related Transactions and Director Independence.”






33


ITEM 11. EXECUTIVE COMPENSATION - continued




STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED APRIL 30, 2009





The following table sets forth information as at April 30, 2009 relating to options that have been granted to the Named Executive Officer:





OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDS


STOCK AWARDSName

Number of Securities Underlying Unexercised Options
Exercisable
(#)


Number of Securities Underlying Unexercised Options
Unexercisable
(#)


Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)


Option Exercise Price
($)


Option Expiration Date


Number of Shares or Units of Stock That Have Not Vested
(#)


Market Value of Shares or Units of Stock That Have Not Vested
($)


Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)


Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)Harold Gardner, prior  President/CEO

-0-


-0-


-0-


-0-


n/a


-0-


-0-


-0-


-0-Andrew Brodkey, current President/CEO

-0-


-0-


-0-


-0-


n/a


-0-


-0-


-0-


-0-





The following table sets forth information relating to compensation paid to our directors during fiscal year ended April 30, 2009:





DIRECTOR COMPENSATION TABLE


Name

Fees
Earned or
Paid in
Cash
($)


Stock
Awards
($)


Option
Awards
($)


Non-Equity
Incentive
Plan
Compensation
($)


Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)


All
Other
Compensation
($)


Total
($)Andrew Brodkey

-0-


-0-


-0-


-0-


-0-


-0-


-0-Jas Butalia

-0-


-0-


-0-


-0-


-0-


-0-


-0-David Hackman

-0-


-0-


-0-


-0-


-0-


-0-


-0-Harold Gardner

-0-


-0-


-0-


-0-


-0-


-0-


-0-Paul Brock

-0-


-0-


-0-


-0-


-0-


-0-


-0-Federico Diaz

-0-


-0-


-0-


-0-


-0-


-0-


-0-Rene Ramirez

-0-


-0-


-0-


-0-


-0-


-0-


-0-Terry Schorn

-0-


-0-


-0-


-0-


-0-


-0-


-0-


EMPLOYMENT AND CONSULTING AGREEMENTS





As of the date of this Annual Report, we have not entered into any contractual agreements with our executive officers or directors.






34


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





As of the date of this Annual Report, the following table sets forth certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Annual Report, there are 4,345,014 shares of common stock issued and outstanding.





Name and Address of Beneficial Owner(1)

Amount and Nature of Beneficial Ownership(1)

Percentage of Beneficial OwnershipDirectors and Officers:Integrity Capital Group LLC
772 Wurzbach Road, Suite 902
San Antonio, Texas

1,402,515

32.28%West Peak Ventures of Canada Ltd.
789 West Pender Street, Suite 1000
Vancouver, British Columbia
Canada V6C 1H2

257,000 (2)

5.88%Andrew Brodkey.
3430 East Sunrise Drive
Tucson, Arizona

-0-

n/aJas Butalia
3430 East Sunrise Drive
Tucson, Arizona

-0-

n/aDavid Hackman
3430 East Sunrise Drive
Tucson, Arizona

-0-

n/aHarold Gardner
3430 East Sunrise Drive
Tucson, Arizona

291,700 (3)

6.59%Paul Brock
3430 East Sunrise Drive
Tucson, Arizona

50,000

1.15%Terry Schorn
3430 East Sunrise Drive
Tucson, Arizona

-0-

n/aFederico Diaz
3430 East Sunrise Drive
Tucson, Arizona

51,600 (4)

1.18%Rene Ramirez
3430 East Sunrise Drive
Tucson, Arizona

-0-

-0-Jodi Henderson
3430 East Sunrise Drive
Tucson, Arizona

-0-

-0-All executive officers anddirectors as a group(9 persons)

393,300(5)

8.86%




*
Less than one percent.




(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 4,345,014 shares issued and outstanding. Beneficial ownership amounts reflect the 1 for 20 (1:20) Reverse Stock Split effective April
22, 2009.




(2)
This figure includes: (i) 225,000 shares of common stock; (ii) 7,000 shares of common stock held by the sole director and officer of West Peak Ventures of Canada Ltd., and (iii) 25,000 warrants to purchase 25,000 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009 issued in connection with the Financial Services Agreement.






35




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS- continued




(3)
This figure includes: (i) 171,275 shares of common stock; (ii) 40,000 shares of common stock owned by a corporate consulting affiliate; (iii) 40,425 warrants to purchase 40,425 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009 issued in connection with the finders’ fee associated with the acquisition of the Property, and (iv) 40,000 warrants to purchase 40,000 shares
of our common stock at an exercise price of $30.00 per share expiring on May 18, 2009 issued in connection with management services arrangements.




(4)
This figure includes: (i) 38,700 shares of common stock; and (ii) 12,900 warrants to purchase 12,900 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009 issued in connection with the Financial Services Agreement.




(5)
This figure includes: (i) 393,300 shares of common stock; and (ii) 53,325 warrants to purchase 53,325 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009, and (iii) 40,000 warrants to purchase 40,000 shares of our common stock at an exercise price of $30.00 per share expiring on May 18, 2009.





CHANGES IN CONTROL





We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





As of the date of this Annual Report, other than as disclosed below, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during fiscal
year ended April 30, 2009





During fiscal year ended April 30, 2009, the following amounts were incurred and/or paid to our officers and directors as compensation for services rendered based upon verbal month-to-month arrangements: (i) $84,000 (2008: 82,500) to Dr. Hackman, our Vice President of Explorations and a director, for geological services rendered of which
$85,370 remains due and owing as at April 30, 2009 (2008: $15,000); (ii) $90,000 (2008: 98,000) to Harold Gardner, Chief Operating Officer/Vice President of Business Development and a director, for management of South American exploration  of which $504,007 remains due and owing as at April 30, 2009 (2008: $26,695); (iii) $143,117 (2008: 108,541) to Mr. Brodkey, our President/Chief Executive Officer and a director, for management services rendered in the United States connected with our administration
of which $26,809 remains due and owing as at April 30, 2009; and (iv) $26,758 (2008: 15,167) to Ms. Henderson, our Secretary/Treasurer, for administrative services rendered in the United States. As at April 30, 2009 the amounts owing to Dr. Hackman, Harold Gardner, and Mr. Brodkey include unpaid fees and unreimbursed expenses.





During fiscal year ended April 30, 2009, we incurred an aggregate of $1,048,408 (2008: 400,000) to Gareste LTDA, a Chilean company (“Gareste”), which provides exploration services to us in Chile, and acts in the capacity of “operator” for explorations initiatives for the Company in Chile. Mr. Gardner is also a director
of Gareste. As at April 30, 2009, $918,408 remains due and owing to Gareste LTDA.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES





During fiscal year ended April 30, 2009, we incurred approximately $45,400 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended April 30, 2009 and for the review of our financial statements for the quarters ended July 31, 2008, October
31, 2008 and January 31, 2009.





During fiscal year ended April 30, 2008, we incurred approximately $47,950 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for fiscal year ended April 30, 2008 and for the review of our financial statements for the quarters ended July 31, 2007,
October 31, 2007 and January 31, 2008. We also incurred $2,500 for tax preparation services.





During fiscal year ended April 30, 2009, we did not incur any other fees for professional services rendered by our principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services.






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ITEM 15. EXHIBITS
 
 The following exhibits are filed as part of this Annual Report.
  Exhibit No.
Document3.1
Articles of Incorporation (1)3.1.2
Certificate of Change dated April 16, 2009 (2)3.2
Bylaws (1)31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) ofthe Securities Exchange Act.31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) ofthe Securities Exchange Act.32.1
Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350as Adopted Pursuant to Section 906 of the SecuritiesExchange Act.
  (1) Incorporated by reference from Form SB-2 filed with the Securities and Exchange Commission on May 19, 2005.
  (2)  Incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on April 22, 2009.





SIGNATURES





Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




ZORO MINING CORP.Dated: August 12, 2009
By:
/s/ ANDREW BRODKEYAndrew Brodkey, President/ChiefExecutive OfficerDated: August 12, 2009
By:
/s/ JAS BUTALIAJas Butalia, Chief Financial Officer
  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Dated: August 12, 2009
By:
/s/ ANDREW BRODKEYDirector





Dated: August 12, 2009
By:
/s/ JAS BUTALIADirector




Dated: August 12, 2009
By:
/s/ DAVID HACKMANDirector





Dated: August 12, 2009
By:
/s/ TERRY SCHORNDirector


Dated: August 12, 2009
By:
/s/ PAUL BROCKDirector





Dated: August 12, 2009
By:
/s/ FEDERICO DIAZDirector





Dated: August 12, 2009
By:
/s/ RENE RAMIREZDirector





Dated: August 12, 2009
By:
/s/ TERRY SCHORNDirector






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