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





**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, 2007**





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





**For
      the transition period from ______ to _______**







**Commission
      file number: 333-127388**










**Zoro
                Mining Corp.**
              **(Name
                of small business issuer in its charter)******
            ******Nevada**
            **N/A****(State
                or other jurisdiction of incorporation****or
                organization)**
            **(I.R.S.
                Employer Identification No.)******
            ******3430
                East Sunrise Drive, Suite 120**
              **Tucson,
                Arizona 85718**
              **(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:****None******
            ******Securities
                registered pursuant to Section 12(g) of the
                Act:****Common
                Stock, $0.00001 par value**
              **(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







1




Indicate
      by checkmark whether the issuer: (1) has 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
      (2) has been subject to such filing requirements for the past 90 days. Yes
x   No
      o






Indicate
      by checkmark if no disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of issuer’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB x






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






State
      issuer's revenues for its most recent fiscal year (ending April 30, 2007):
      $-0-






State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliate computes by reference to the price at which the common equity
      was
      sold, or the average bid and asked prices of such common equity, as of a
      specified date within the past 60 days: July 1, 2007: US
      $47,364,200.






**Applica****ble
      Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five
      Years**.






N/A






Indicate
      by checkmark 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
      o  No
o






**Applicable
      Only to Corporate Registrants**




Indicate
                the number of shares outstanding of each of the issuer’s classes of common
                stock, as of the most practicable date:
              Class
            Outstanding
                as of August 8, 2007Common
                Stock, $0.00001 par value
            86,750,400*




*****Increased
      in accordance with a forward stock split of thirty-six (36) shares for one
      effective approximately February 12, 2007.




2




**Documents
      Incorporated By Reference**






List
      hereunder the following documents if incorporated by reference and the Part
      of
      the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is
      incorporated: (1) any annual report to security holders; (2) any proxy or
      information statement; and (3) any prospectus filed pursuant to Rule 424(b)
      or
      (c) of the Securities Act of 1933 “Securities Act”). The listed documents should
      be clearly described for identification purposes (e.g. annual report to security
      holders for fiscal year ended December 24, 1980).






None.






Transitional
      Small Business Disclosure Format (Check one): Yes o No x






























































































3


**ZORO
      MINING CORP.**





**FORM
      10-KSB**


Item
                  1.
              Description
                  of Business.
              5Item
                  2.
              Description
                  of Property.
              20Item
                  3.
              Legal
                  Proceedings.
              20Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders.
              20Item
                  5.
              Market
                  for Common Equity and Related Stockholder
                  Matters.
              20Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of
                  Operation.
              23Item
                  7.
              Financial
                  Statements.
              30Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting
                  and Financial Disclosure.
              43Item
                  8A.
              Controls
                  and Procedures.
              43Item
                  8B
              Other
                  Information.
              44Item
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons
                  and Corporate Governance; Compliance With Section 16(a) of the
                  Exchange
                  Act.
              44Item
                  10.
              Executive
                  Compensation.
              47Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters.
              49Item
                  12.
              Certain
                  Relationships and Related Transactions and Director
                  Compensation.
              50Item
                  13.
              Exhibits.
              51Item
                  14.
              Principal
                  Accountant Fees and Services.
              52




4





**FORWARD
      LOOKING STATEMENTS**





Statements
      made in this Form 10-KSB 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-KSB 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. DESCRIPTION OF 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 on March 19, 2007,
      Rochdale Mining Corp. merged with its wholly-owned subsidiary, Zoro Mining
      Corp., pursuant to Articles of Merger that Rochdale Mining Corp. filed with
      the
      Nevada Secretary of State on March 19, 2007. The merger was in the form of
      a
      parent/subsidiary merger with Rochdale Mining Corp. as the surviving
      corporation. Upon completion of the merger, the corporate name of Rochdale
      Mining Corp. was changed to “Zoro Mining Corp.” and the Articles of
      Incorporation were amended to reflect this name change. Please note that
      throughout this Annual Report, and unless otherwise noted, the words “we,”
“our,” “us,” or the “Company” refer to Zoro Mining Corp.




We
      are
      engaged in the acquisition, exploration and development of mining properties
      in
      North America, South America, and Mexico. As of April 30, 2007, we had an
      aggregate of approximately 33,115 gross acres located in Chile and Peru, and
      a
      further 6,672 gross acres located in Mexico.




5




**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*




**Forward
      Stock Split/Increase in Authorized Share Capital**





On
      February 9, 2007, our Board of Directors pursuant to minutes of written consent
      in lieu of a special meeting authorized and approved a forward stock split
      of
      thirty-six (36) for one of our total issued and outstanding shares of common
      stock (the “Forward Stock Split”) and a corresponding increase in the number of
      shares of our authorized share capital (the “Increase in Authorized Share
      Capital”).





The
      Forward Stock Split was effectuated based on market conditions and upon a
      determination by our Board of Directors that the Forward Stock Split was in
      our
      best interests and of the shareholders. In our judgment the Forward Stock Split
      will result in an increase in our trading float of shares of common stock
      available for sale resulting in facilitation of investor liquidity and trading
      volume potential. The intent of the Forward Stock Split is to increase the
      marketability of our common stock.





The
      Forward Stock Split was effectuated with a record date of February 9, 2007
      upon
      filing the appropriate documentation with NASDAQ. The Forward Stock Split
      increased our issued and outstanding shares of common stock from 6,012,500
      to
      approximately 216,450,000 shares of common stock. The common stock continued
      to
      be $0.00001 par value.




The
      Increase in Authorized Share Capital was effectuated with a record date of
      February 9, 2007 upon filing the appropriate documentation with the Nevada
      Secretary of State. The Increase in Authorized Share Capital increased our
      authorized share capital from 100,000,000 common shares to 3,600,000,000 common
      shares.




**Cancellation
      of Shares**





On
      May 7,
      2007, and in connection with the South America and Mexico mineral property
      acquisition agreement, an aggregate of 132,850,000 shares of our common stock
      held by certain of our directors were cancelled and returned to treasury for
      no
      consideration on the basis of pre-existing negotiations. Thus, as of the date
      of
      this Annual Report, our total issued and outstanding shares of common stock
      is
      86,750,400. See “ – Mining Properties.”





**Transfer
      Agent**





Our
      transfer agent is Pacific Stock Transfer Company, 500 E. Warm Springs Road,
      Suite 240 Las
      Vegas
      NV 89119.




6


**ITEM
        1. DESCRIPTION OF BUSINESS -***continued*
   **MINING
        PROPERTIES**
  **South
        America and Mexico**




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").  The Property
      is more particularly described as follows:




*Location*
            *Project*
            *Exploration
                Target*
            *Concession
                Acres*Sonora,
                Mexico
            The
                Las Animas Project
            Gold,
                Copper
            6,672Chile,
                South America
            The
                Costa Rica Project
            Gold,
                Copper
            5,189Chile,
                South America
            The
                Escondida Project
            Gold,
                Platinum
            4,942Chile,
                South America
            The
                Rio Sur Project
            Gold,
                Copper
            3,212Chile,
                South America
            Don
                Beno Project
            Gold,
                Copper
            14,830Peru,
                South America
            The
                Yura Project
            Gold
            4,942*Total
                acreage:*
            39,787




In
      order
      to complete the acquisition of the Property, three wholly-owned subsidiaries
      in
      each of Peru, Chile and Mexico were incorporated by us between May 2007 and
      July
      2007 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,
      we are in the process of establishing and transferring to our wholly-owned
      subsidiaries in each of Chile, Peru and Mexico our respective newly acquired
      interests in the Property. Furthermore, as of the date of this Annual Report,
      we
      are in the process of evaluating the various Property interests and completing
      further due diligence in order to determine our best course of planned
      exploration and development work moving forward.






In
      order
      to exercise the Option, we were obligated to provide and to continue to provide
      certain consideration to the Vendors in the following manner:




(i)Affiliate
      Share Transfer:
      we 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. $0.0001 per common share
      (see “Item 11. Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters” and “Item 12. Certain Relationships and Related
      Transactions and Director Compensation);




(ii)Consulting
      Arrangements:
      we are in the process of finalizing industry standard forms of proposed
      consulting arrangements (collectively, the "Consulting Arrangements") with
      certain agents to the Vendors (collectively, the "Consultants"), which generally
      will provide for the Consultants to render certain consulting services to us
      in
      connection with the exploration, development and expansion of the Property,
      provision of monthly payments by us to the Consultants, and entitlement for
      the
      Consultants to participate in our proposed incentive stock option plan;
      and




(c)Maintenance
        payments: we
        have paid and will continue to pay to, or on the Vendors' behalf, all underlying
        option, regulatory 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.


7


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






**Subsidiaries**




To
      hold
      exploration Property acquired under the Option Agreement, the Company has
      incorporated Sociedad Zoro Chile Limitada, in Chile, South America (dba “Zoro
      Chile”) Zoro Mining SAC, in Peru, South America (dba “Zoro Peru”), and Aravena
      SA (dba “Zoro Mexico”) in Mexico, and is in the process of transferring title to
      the Property relating to the Option Agreement.




**Greenwood
      Mining Division, British Columbia, Canada**




In
      March
      2004, our prior president, Paul Brock, acquired a 100% mineral property interest
      in the Arlington #1 and Arlington #2 mining claims located in the Greenwood
      Mining Division, British Columbia, Canada, for $1,850 (the “Greenwood Mining
      Claims”). During fiscal year 2005, the Greenwood Mining Claims were converted
      into one larger claim covering a total of 942 hectares. Under British Columbia
      law, title to British Columbia mining claims can only be held by British
      Columbia residents. In the case of corporations, title must be held by a British
      Columbia corporation. Since we are an American corporation, we can never possess
      legal mining claim to the land. Therefore, title to the Greenwood Mining Claims
      was held by our past president and now current director, Paul Brock, in trust
      on
      our behalf.




During
      the 2007 fiscal year, we conducted a limited exploration program to find
      mineralized material on the Greenwood Mining Claims and upon review of the
      data,
      decided not to renew our interest in the Greenwood Mining Claims. Therefore,
      as
      of the date of this Annual Report, our interest in the Greenwood Mining Claims
      has been forfeited.




**Drilling
      Activity/Production Information**




As
      of the
      date of this Annual Report, we have engaged in minimal exploratory drilling
      activity on part of our Chile located properties and have not engaged in any
      mineralized production.




**MATERIAL
      AGREEMENTS**




**Option
      Agreement**




In
      accordance with the terms and conditions of 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 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,  and copper prospects. See “Item 1. DESCRIPTION OF
      BUSINESS – Mining Properties”.




8




**ITEM 1. DESCRIPTION OF BUSINESS -***continued*




**Corporate
      Services Agreement**




On
      approximately May 1, 2007, we entered into an eighteen month corporate support
      agreement commencing retroactively from January 1, 2007 and expiring June 30,
      2008 (the “Corporate Support Agreement”) with Sweetwater Capital Corp., a
      private company organized under the laws of the Province of British Columbia
      (“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;
      (iii)  we shall pay SCC the aggregate monthly sum of $15,000
      CDN.




**COMPETITION**





We
      operate in a highly competitive industry, competing with other mining and
      exploration companies, and institutional and individual investors, which are
      actively seeking mineral based exploration properties throughout the world
      together with the equipment, labour 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 minerals
      exploration prospects and then exploit such prospects. Competition for the
      acquisition of 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
      minerals exploration properties will be available for acquisition and
      development.





**MINERALS
      EXPLORATION REGULATION**





Our
      minerals 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. Minerals 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.







9




**ITEM 1. DESCRIPTION OF BUSINESS -***continued*





Exploration
      and production activities are subject to certain environmental regulations
      which
      may prevent or delay the commencement or continuance of our operations. In
      general, our exploration and production activities are subject to certain
      foreign regulations, and may be subject to Chile, Peru, or Mexico 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 foreign 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.





Minerals
      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. Minerals 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.
      Minerals 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 drilling methods and equipment. Various permits
      from government bodies are required for drilling 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.





**EMPLOYEES**





We
      do not
      employ any persons on a full-time or on a part-time basis. Harold Gardner is
      our
      President and Chief Executive Officer, Jas Butalia is our Chief Financial
      Officer, and David Hackman is our Vice-President of Exploration and Secretary.
      These individuals are primarily responsible for all our day-to-day operations.
      Other services are provided by outsourcing, consultant, and special purpose
      contracts.







10


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






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


11


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






**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 ore on our mineral properties that can then be developed into
        commercially viable mining operations. Mineral exploration is highly speculative
        in nature, involves many risks and is frequently 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.


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




**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 our
      primary minerals exploration prospects located in Chile, Peru, and Mexico with
      limited experience in early stage exploration efforts.




12


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






**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 losses totaling
      approximately $267,478 from April 20, 2004 (inception) to April 30, 2007. As
      of
      April 30, 2007, we had an accumulated deficit of $267,478 and had incurred
      losses of approximately $220,450 during fiscal year ended April 30, 2007.
      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 minerals exploration prospects will
      require substantial capital expenditures.**





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.





The
      financial statements for the fiscal year ended April 30, 2007 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.”




**We
      will require additional funding in the future.**




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. Our current
      plans require us to make capital expenditures for the exploration of our
      minerals 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
      certain minerals. 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.


13


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






**As
      part of our growth strategy, we intend to acquire additional minerals
      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 which 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. Further,
      acquisitions could disrupt ongoing business operations. If any of these events
      occur, it would have a material adverse effect upon our operations and results
      from operations.




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





Since
      inception, our activities have been limited to organizational efforts, obtaining
      working capital and 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 minerals exploration and development is subject to many risks and
      if
      gold or copper or other minerals are 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 minerals are 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 minerals; (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; and (xiii) lack
      of
      capital resources.




**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 minerals 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 mineral exploration and mining industry is highly competitive and there
      is
      no assurance that we will be successful in acquiring the
      leases.


14


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*







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 certain minerals, but also market certain minerals
      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.




**The
      marketability of natural resources 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 natural resources 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 certain minerals 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 certain minerals are found on any lease owned 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.


15


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






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




Minerals
      exploration and development and future potential gold or copper 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 Chile, Peru or Mexico or any other
      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 profitability.






16


**ITEM
      1. DESCRIPTION OF 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 Harold Gardner, our President/Chief Executive
      Officer and a director, Jas Butalia, our Chief Financial Officer and a director,
      and David Hackman, our Vice-President of Exploration 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 86,750,400 shares of common stock issued
      and
      outstanding. Of the total number of issued and outstanding shares of common
      stock, certain stockholders are able to resell up to 36,450,000 shares of our
      common stock pursuant to a SB-2 registration statement declared effective on
      July 18, 2006. As a result of this registration statement, an aggregate of
      1,012,500 pre-forward share split shares (increased to 36,450,000 shares in
      accordance with a forward stock split of thirty-six (36) shares for one
      effective February 12, 2007) of our common stock were issued and are available
      for immediate resale which could have an adverse effect on the price of our
      common stock.  See “Item 5. MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS.”


17


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*







As
      of the
      date of this Annual Report, there are 50,316,400 outstanding shares of our
      common stock that are restricted securities as that term is defined in Rule
      144
      under 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.





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 has been and may
      continue to fluctuate significantly and stockholders may have difficulty
      reselling their shares.**





Our
      common stock commenced trading on approximately July 18, 2007 on the OTC
      Bulletin Board and the trading price has fluctuated. In addition to volatility
      associated with Bulletin Board securities in general, 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.





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.




**One
      of our shareholders may exercise voting power of more than 32% of our common
      stock.**





As
      of the
      date of this Annual Report, Integrity Capital Group LLC (“Integrity Capital”)
      owns 28,050,300 shares of our common stock, or 32.7% of our outstanding common
      stock and is one of our largest shareholders. Due to its stock ownership,
      Integrity Capital may be in a viable position to affect the election of the
      Board of Directors and, therefore, to affect the control of our business and
      affairs including certain significant corporate actions such as acquisitions,
      the sale or purchase of assets, and the issuance and sale of our securities.
      Further, Integrity Capital may be able to affect the prevention of or cause
      a
      change in control. We also may be prevented from entering into transactions
      that
      could be beneficial to us without Integrity Capital’s consent. The interest of
      one of our largest shareholders may differ from the interests of other
      shareholders.




Integrity
      Capital is a corporation organized under
      the laws of the State of Texas. See “Item 11. SECURITIES OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.”




18


**ITEM
      1. DESCRIPTION OF BUSINESS -***continued*






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




Our
      Articles of Incorporation authorize the issuance of 3,600,000,000 shares of
      common 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, if you acquire shares of our common stock, your proportionate
      ownership interest and voting power could be decreased. Further, any such
      issuances 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.**





Because
      our stock is not traded on a stock exchange or on the NASDAQ National Market
      or
      the NASDAQ Small Cap Market, and because the market price of the common stock
      has fluctuated and may trade at times at less than $5 per share, the common
      stock may be classified as a “penny stock.” SEC Rule 15g-9 under the Exchange
      Act imposes additional sales practice requirements on broker-dealers that
      recommend the purchase or sale of penny stocks to persons other than those
      who
      qualify as an “established customer” or an “accredited investor.” This includes
      the requirement that a broker-dealer must make a determination that investments
      in penny stocks are suitable for the customer and must make special disclosures
      to the customers concerning the risk of penny stocks. Many broker-dealers
      decline to participate in penny stock transactions because of the extra
      requirements imposed on penny stock transactions. Application of the penny
      stock
      rules to our common stock reduces the market liquidity of our shares, which
      in
      turn affects the ability of holders of our common stock to resell the shares
      they purchase, and they may not be able to resell at prices at or above the
      prices they paid.




**A
      decline in the price of our common stock could affect our ability to raise
      further working capital and adversely impact our
      operations**.





A
      decline
      in the price of our common stock could result in a reduction in the liquidity
      of
      our common stock and a reduction in our ability to raise additional capital
      for
      our operations. Since our operations to date have been principally financed
      through the sale of equity securities, a decline in the price of our common
      stock could have an adverse effect upon our liquidity and our continued
      operations. A reduction in our ability to raise equity capital in the future
      would have a material adverse effect upon our business plan and operations,
      including our ability to continue our current operations. If our stock price
      declines, we may not be able to raise additional capital or generate funds
      from
      operations sufficient to meet our obligations.


19




**ITEM 1. DESCRIPTION OF BUSINESS -***continued*





Certain
      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 certain of our directors or officers.





Certain
      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
      2. DESCRIPTION OF PROPERTIES**





We
      lease
      our principal office space located at 3430 East Sunrise Drive, Suite 120,
      Tucson, Arizona 85718.





**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
      other actions 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, 2007, no matters were submitted to our stockholders
      for approval.





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER  MATTERS**





**MARKET
      FOR COMMON EQUITY**





Shares
      of
      our common stock are traded on the OTC Bulletin Board under the symbol "ZORO:OB"
      and commenced trading approximately February 12, 2007. The market for our common
      stock is limited, and can be volatile. The following table sets forth the high
      and low sales prices relating to our common stock on a quarterly basis for
      the
      last two fiscal years as quoted by the NASDAQ. 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
                Bid**June
                30, 2007
            $1.55
            $1.20May
                31, 2007
            $1.75
            $1.27April
                30, 2007
            $1.70
            $1.10March
                31, 2007
            $1.10
            $1.01February
                28, 2007
            $1.10
            $1.05





As
      of
      July 18, 2007, we had 145 shareholders of record, which does not include
      shareholders whose shares are held in street or nominee names. We believe that
      there are approximately 250 beneficial owners of our common stock.







20




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS -***continued*






**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. There are no restrictions in our articles
      of
      incorporation or by-laws that prevent us from declaring dividends. The Nevada
      Revised Statutes, however, do prohibit us from declaring dividends where, after
      giving effect to the distribution of the dividend, we would not be able to
      pay
      our debts as they become due in the usual course of business or our total assets
      would be less than the sum of our total liabilities plus the amount that would
      be needed to satisfy the rights of stockholders who have preferential rights
      superior to those receiving the distribution.




**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS**




As
      of the
      date of this Annual Report, we do not have any equity compensation plans;
      however, we have granted warrants as detailed below.






**Equity
      Compensation Plan Information**




**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))**
              **(c)****Equity
                Compensation Plans**
              **Approved
                by Security Holders**Not
                applicable**Equity
                Compensation Plans not**
              **Approved
                by Security Holders**Warrants
            3,251,200
            $1.50
            0Warrants
            4,670,000
            $0.70
            0Warrants
            800,000
            $1.50
            0Total
                warrants
            8,721,200





21


**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS -***continued*






**Share
      Purchase Warrants**





As
      of the
      date of this Annual Report, there are an aggregate of 8,721,200 share
      purchase warrants issued and outstanding.





During
      fiscal year ended April 30, 2007 and up to the date of this Annual Report,
      we
      have granted an aggregate 3,251,200 share purchase warrants in connection with
      private placements. The warrants to purchase shares of common stock and the
      shares of common stock underlying the warrants were issued in a private
      placement by us during fiscal year ended April 30, 2007 and through the date
      of
      this Annual Report. We issued the 3,251,200 warrants to acquire up to 3,251,200
      shares of our common stock at an exercise price of $1.50 per share for the
      period commencing upon the date of issuance of the warrant, May 18, 2007, and
      ending on May 18, 2009. See “— Recent Sales of Unregistered
      Securities.”





On
      May
      18, 2007, we granted an aggregate of 4,670,000 warrants to purchase 4,670,000
      shares of our common stock at an exercise price of $0.70 per share for an
      exercise term of two years expiring May 18, 2009 in connection with finders
      fees
      respecting the acquisition of the Properties under the Option Agreement. 
The warrants were granted pursuant to financial services rendered to
      us.





On
      May
      18, 2007, we granted an aggregate of 800,000 warrants to purchase 800,000 shares
      of our common stock at an exercise price of $1.50 per share for an exercise
      term
      of two years expiring May 18, 2009. The warrants were granted to Harold W.
      Gardner, our President/Chief Executive Officer in connection the provision
      of
      executive services rendered to us.





**RECENT
      SALES OF UNREGISTERED SECURITIES**





As
      of the
      date of this Annual Report and during fiscal year ended April 30, 2007, to
      provide capital, we sold stock in private placement offerings, issued stock
      in
      exchange for our debts or pursuant to contractual agreements as set forth
      below.





**Private
      Placement Offering**





During
      fiscal year ended April 30, 2007 and through the date of this Annual Report,
      we
      completed a private placement pursuant to which we issued an aggregate of
      3,150,400 Units at a subscription price of U.S. $1.25 per Unit for total gross
      proceeds of $3,938,000. Each Unit is comprised of one common share and one
      non-transferable share purchase warrant ("Warrant"). Each resulting Warrant
      entitles the subscriber to purchase an additional share of our common stock
      (“Warrant Share”) at a price of $1.50 per share for the period commencing upon
      the date of issuance of the Units, May 18, 2007, and ending on the date that
      is
      two years from the effective date of registration with the Securities and
      Exchange Commission of the common shares underlying the warrants. We paid
      finders’ fees to certain consultants in connection with the private placement
      offering of an aggregate $172,060 and granted an aggregate of 100,800 warrants
      to acquire 100,800 shares of our common stock at an exercise price of $1.75
      per
      share for a term equal to those warrants provided in the private placement
      offering.





22


**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS -***continued*






The
      per
      share price of the offering was arbitrarily determined by our Board of Directors
      based upon analysis of certain factors including, but not limited to, stage
      of
      development, industry status, investment climate, perceived investment risks,
      our assets, and net estimated worth. We issued Units to investors who were
      either a U.S. resident- or a non-U.S. resident. The investors executed
      subscription agreements and acknowledged that the securities to be issued have
      not been registered under the Securities Act, that they understood the economic
      risk of an investment in the securities, and that they had the opportunity
      to
      ask questions of and receive answers from our management concerning any and
      all
      matters related to acquisition of the securities.





**REGISTRATION
      STATEMENT**





We
      filed
      a registration statement on Form SB-2 under the Securities Act with the
      Securities and Exchange Commission (the “Registration Statement”). The
      Securities and Exchange Commission declared the Registration Statement effective
      on July 18, 2006, pursuant to which 1,012,500 pre forward split shares of common
      stock can be sold immediately, which increased to 36,450,000 shares of common
      stock in accordance with the Forward Stock Split. Of the shares registered,
      an
      aggregate of 36,450,000 shares were sold at a price of $0.00278 per share for
      proceeds of $101,250 pursuant to the effective Registration
      Statement.





**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




The
      summarized consolidated financial data set forth in the tables below and
      discussed in this section should be read in conjunction with our consolidated
      financial statements and related notes for fiscal years ended April 30, 2007
      and
      2006, which financial statements are included elsewhere in this Annual
      Report.




**For
                Fiscal Year Ended**
              **April 30,
                2007**
              **(audited)**
            
            
            **For
                Fiscal Year Ended**
              **April
                30, 2006**
              **(audited)****Expenses**Donated
                services
            
            $
            9,000
            
            
            $
            9,000Mineral
                property costs
            
            
            53,388
            
            
            
            94Office
                and general
            
            
            94,554
            
            
            
            3,240Professional
                fees and organizational costs
            
            
            63,508
            
            
            
            356**Net
                Loss**
            
            $
            (220,450)
            
            
            $
            (12,690)





23


**ITEM
        6****. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -***continued*
   **MANAGEMENT’S
        DISCUSSION AND ANALYSIS**
 
 **Results
        of Operation**
 
 **For
        Fiscal Year Ended April 30, 2007 Compared to Fiscal Year Ended April 30,
        2006**
 
 Our
        net
        loss during fiscal year ended April 30, 2007 was approximately ($220,450)
        compared to ($12,690) for fiscal year ended April 30, 2006 (an increase of
        $207,760).




During
      fiscal years ended April 30, 2007 and 2006, respectively, we did not generate
      any revenue. During fiscal year ended April 30, 2007, we incurred expenses
      in
      the aggregate amount of $220,450 compared to $12,690 incurred during fiscal
      year
      ended April 30, 2006 (an increase of $207,760). The operating expenses incurred
      during fiscal year ended April 30, 2007 consisted of: (i) mineral property
      costs
      of $53,388 (2006: $94); (ii) professional fees and organizational costs of
      $63,508 (2006: $356); (iii) office and general of $94,554 (2006: $3,240); and
      (iv) donated services of $9,000 (2006: $9,000). The increase in expenses
      incurred during fiscal year ended April 30, 2007 compared to fiscal year ended
      April 30, 2006 resulted primarily from the increase in mineral property costs
      and professional fees and organizational costs based upon the increase in scale
      and scope of exploratory and acquisition programs and an increase in overall
      office and general expenses. See “Item 12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS AND DIRECTOR COMPENSATION.”





The
      increase in net loss during fiscal year ended April 30, 2007 compared to fiscal
      year ended April 30, 2006 is attributable primarily to the increase in mineral
      property costs and professional fees and organizational costs relating to the
      increase in the scale and scope of acquisition and exploratory programs. Our
      net
      loss during fiscal year ended April 30, 2007 was ($220,450) or ($0.00) per
      share
      compared to a net loss of ($12,690) or ($0.00) per share for fiscal year ended
      April 30, 2006. The weighted average number of shares outstanding was
      205,564,932 at April 30, 2007 compared to 180,000,000 at April 30,
      2006.





**LIQUIDITY
      AND CAPITAL RESOURCES**





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.





As
      at
      fiscal year ended April 30, 2007, our current assets were $2,707,584 and our
      current liabilities were $239,262, resulting in a working capital surplus of
      $2,468,322. As at fiscal year ended April 30, 2007, our total assets were
      $2,707,584 compared to total assets of $1,123 at fiscal year ended April 30,
      2006. Our total assets consisted of: (i) $2,405,857in cash; (ii) $176,727 in
      prepaid expenses; and (iii) 125,000 in loan receivable. As at fiscal year ended
      April 30, 2007, our current liabilities were $239,262 compared to current
      liabilities of $25,601 at fiscal year ended April 30, 2006. Our current
      liabilities consisted of: (i) $132,897 due to related parties; and (ii) $106,365
      in accounts payable and accrued liabilities. The increase in current liabilities
      was primarily due to the increase in amounts due to related parties and
      increasing accounts payable due to increasing scale and scope of business
      activity.





Stockholders’
      deficit increased from ($24,478) as at April 30, 2006 to a surplus of $2,468,322
      as at April 30, 2007.




24




**ITEM 6****. MANAGEMENT’S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION -***continued*





We
      have
      not generated positive cash flows from operating activities. For the fiscal
      year
      ended April 30, 2007, net cash flow used in operating activities was ($287,653)
      compared to net cash flow from operating activities of ($6,549) for the fiscal
      year ended April 30, 2006. Net cash flow used in operating activities
      during fiscal year ended April 30, 2007 consisted primarily of a net loss of
      ($220,450) adjusted by $12,000 in donated rent/services, ($175,661) in increase
      in prepaid expenses, and $96,458 in increase to accounts payable and accrued
      liabilities.





During
      fiscal year ended April 30, 2007, net cash flow from financing activities was
      $2,818,453 compared to net cash flow from financing activities of $6,596 for
      fiscal year ended April 30, 2006. Net cash flow from financing activities during
      fiscal year ended April 30, 2007 pertained primarily to $2,701,250 received
      as
      proceeds from issuance of common stock and share subscriptions received and
      $117,203 in increase due to related parties.





**PLAN
      OF OPERATION**




During
      fiscal year ended April 30, 2007 and through the date of this Annual Report,
      we
      completed a private placement pursuant to which we issued an aggregate of
      3,150,400 Units at a subscription price of U.S. $1.25 per Unit for total gross
      proceeds of $3,938,000 with each Unit being comprised of one common share and
      one non-transferable share purchase Warrant. Each resulting Warrant entitles
      the
      subscriber to purchase an additional share of our common stock ("Warrant Share")
      at a price of $1.50 per share for a two year period commencing upon the date
      of
      issuance of the Units, May 18, 2007, and ending on the date that is two years
      from the effective date of registration with the Securities and Exchange
      Commission of the common shares underlying the warrants.




Effective
      July 18, 2006, we filed the Registration Statement under the 1933 Securities
      Act
      to register 2,000,000 shares of common stock (increased to 72,000,000 shares
      in
      accordance with the Forward Stock Split. We sold an aggregate of 36,450,000
      shares of common stock at a price of $0.00278 per share for proceeds of
      $101,250.




Existing
      working capital, further advances and possible debt instruments, warrant
      exercises, further private placements, monetization of existing assets, and
      anticipated cash flow are expected to be adequate to fund our operations over
      the next six to twelve 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 and debt securities. We will
      need to raise additional capital and increase revenues to meet both medium-term
      and long-term operating requirements.




Additional
      issuances of equity or 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.




The
      report of the independent registered public accounting firm that accompanies
      our
      April 30, 2007 and April 30, 2006 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.




25




**ITEM 6****. MANAGEMENT’S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION -***continued*






**MATERIAL
      COMMITMENTS**




As
      of the
      date of this Annual Report and other than as disclosed below, we do not have
      any
      material commitments for fiscal year 2008.




In
      accordance with the terms and conditions of the Option Agreement, 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 targeting potential gold, and copper
      prospects (collectively, the "Property"). We have made and will continue to
      make
      maintenance payments to or on the Vendors' behalf, all underlying option,
      regulatory and governmental payments and assessment work required to keep the
      mineral property interests comprising the Property in good
      standing.




**PURCHASE
      OF SIGNIFICANT EQUIPMENT**




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




**CRITICAL
      ACCOUNTING POLICIES**




a)
            Basis
                of Presentation and Fiscal Year




The
      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.




b)
            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.




c)
            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. 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.




d)
            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, 2007, the Company has no items that represent a
      comprehensive loss and, therefore, has not included a schedule of comprehensive
      loss in the financial statements.


26




**ITEM 6****. MANAGEMENT’S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION -***continued*




e)
              Mineral
                  Property Costs


Mineral
      property acquisition costs are capitalized in accordance with EITF 04-2 when
      management has determined that probable future benefits consisting of a
      contribution to future cash inflows have been identified and adequate financial
      resources are available or are expected to be available as required to meet
      the
      terms of property acquisition and budgeted exploration and development
      expenditures.  Mineral property acquisition costs are expensed as
      incurred if the criteria for capitalization are not met.  In the event
      that mineral property acquisition costs are paid with Company shares, those
      shares are recorded at their estimated fair value at the time the shares are
      due
      under the terms of the property agreements.





Mineral
      property exploration costs are expensed as incurred.





When
      mineral properties are acquired under option agreements with future acquisition
      payments to be made at the sole discretion of the Company, those future
      payments, whether in cash or shares, are recorded only when the Company has
      made
      or is obliged to make the payment or issue the shares.  Because option
      payments do not meet the definition of tangible property under EITF 04-2, all
      option payments are expensed as incurred.





When
      it
      has been determined that a mineral property can be economically developed as
      a
      result of establishing proven and probable reserves and pre feasibility, the
      costs incurred to develop such property are capitalized.




The
      Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
      Retirement Obligations” which establishes standards for the initial measurement
      and subsequent accounting for obligations associated with the sale, abandonment,
      or other disposal of long-lived tangible assets arising from the acquisition,
      construction or development and for normal operations of such
      assets.  The adoption of this standard has had no effect on the
      Company’s financial position or results of operations.  As at April
      30, 2007, any potential costs relating to the retirement of the Company’s
      mineral property interest are not yet determinable.




f)
            Financial
                  Instruments




Financial
      instruments, which include cash, loan receivable and accounts payable and
      accrued liabilities were estimated to approximate their carrying values due
      to
      the immediate or short-term maturity of these financial instruments. Currently,
      the Company does not use derivative instruments to reduce its exposure to
      foreign currency risk.




g)
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“*Accounting for Income Taxes,*” as of its inception. Pursuant to SFAS
      No. 109 the Company is required to compute tax asset benefits for net operating
      losses carried forward. Potential benefit of net operating losses have not
      been
      recognized in these financial statements because the Company cannot be assured
      it is more likely than not it will utilize the net operating losses carried
      forward in future years.


27




**ITEM 6****. MANAGEMENT’S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION -***continued*





h)
            Foreign
                Currency Translation




These
      financial statements are presented in United States dollars.  In
      accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated
      monetary assets and liabilities are translated to their United States dollar
      equivalents using foreign exchange rates which prevailed at the balance sheet
      date.  Non-monetary assets and liabilities are translated at the
      transaction date.  Revenue and expenses are translated at average
      rates of exchange during the year.  Related translation adjustments
      are reported as a separate component of stockholders’ equity, whereas gains or
      losses resulting from foreign currency transactions are included in results
      of
      operations.




i)
            Stock-Based
                  Compensation




In
      December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
      replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
      APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
      January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides
      supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R
      requires all share-based payments to employees, including grants of employee
      stock options, to be recognized in the financial statements based on the grant
      date fair value of the award. SFAS No. 123R was to be effective for interim
      or
      annual reporting periods beginning on or after June 15, 2005, but in April
      2005
      the SEC issued a rule that will permit most registrants to implement SFAS No.
      123R at the beginning of their next fiscal year, instead of the next reporting
      period as required by SFAS No. 123R. The pro-forma disclosures previously
      permitted under SFAS No. 123 no longer will be an alternative to financial
      statement recognition. Under SFAS No. 123R, the Company must determine the
      appropriate fair value model to be used for valuing share-based payments, the
      amortization method for compensation cost and the transition method to be used
      at date of adoption. The transition methods include prospective and retroactive
      adoption options. Under the retroactive options, prior periods may be restated
      either as of the beginning of the year of adoption or for all periods presented.
      The prospective method requires that compensation expense be recorded for all
      unvested stock options and restricted stock at the beginning of the first
      quarter of adoption of SFAS No. 123R, while the retroactive methods would record
      compensation expense for all unvested stock options and restricted stock
      beginning with the first period restated. The Company adopted the requirements
      of SFAS No. 123R for the fiscal year beginning on May 1, 2006; however, no
      compensation expense was recorded in the first quarter of 2006 as the Company
      had never granted any stock options.




The
      Company accounts for equity instruments issued in exchange for the receipt
      of
      goods or services from other than employees in accordance with SFAS No. 123
      and
      the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.
      96-18, “Accounting for Equity Instruments That Are Issued to Other Than
      Employees for Acquiring or in Conjunction with Selling Goods or
      Services”.  Costs are measured at the estimated fair market value of
      the consideration received or the estimated fair value of the equity instruments
      issued, whichever is more reliably measurable.  The value of equity
      instruments issued for consideration other than employee services is determined
      on the earlier of a performance
      commitment or completion of performance by the provider of goods or services
      as
      defined by EITF No. 96-18.  The
        Company has not adopted a stock option plan.  Accordingly, no options
        have been granted to date and no stock-based compensation been
        recorded.


28




**ITEM 6****. MANAGEMENT’S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION -***continued*







j)
            Recent
                Accounting Pronouncement





In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
        objective of SFAS 157 is to increase consistency and comparability in fair
        value
        measurements and to expand disclosures about fair value
        measurements.  SFAS 157 defines fair value, establishes a framework
        for measuring fair value in generally accepted accounting principles, and
        expands disclosures about fair value measurements. SFAS 157 applies under
        other
        accounting pronouncements that require or permit fair value measurements
        and
        does not require any new fair value measurements. The provisions of SFAS
        No. 157
        are effective for fair value measurements made in fiscal years beginning
        after
        November 15, 2007. The adoption of this statement is not expected to have
        a
        material effect on the Company's future reported financial position or results
        of operations.





In
        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans.” This Statement requires an
        employer to recognize the over funded or under funded status of a defined
        benefit post retirement plan (other than a multiemployer plan) as an asset
        or
        liability in its statement of financial position, and to recognize changes
        in
        that funded status in the year in which the changes occur through comprehensive
        income.  SFAS No. 158 is effective for fiscal years ending after December
        15, 2006. The Company does not expect that the implementation of SFAS No.
        158
        will have any material impact on its financial position and results of
        operations.





In
      September 2006, the SEC issued Staff Accounting Bulletin
      (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
      when Quantifying Misstatements in Current Year Financial Statements.” SAB
      No. 108 addresses how the effects of prior year uncorrected misstatements
      should be considered when quantifying misstatements in current year financial
      statements. SAB No. 108 requires companies to quantify misstatements using
      a balance sheet and income statement approach and to evaluate whether either
      approach results in quantifying an error that is material in light of relevant
      quantitative and qualitative factors. SAB No. 108 is effective for periods
      ending after November 15, 2006.  The Company is currently
      evaluating the impact of adopting SAB No. 108 but does not expect that it
      will have a material effect on its financial statements.





In
      February 2007, the FASB issued 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 reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007. The Company is currently assessing the
      impact of SFAS No. 159 on its financial position and results of
      operations.


29


**ITEM
      7. FINANCIAL STATEMENTS**




**ZORO
        MINING CORP.**
 
 **(Formerly
        Rochdale Mining Corporation)**
 **(An
        Exploration Stage Company)**
 
 **April
        30, 2007**
 
 Index
                to Financial Statements
              PageReport
                of Independent Registered Public
                Accounting Firm dated July 23, 2007.
              31Balance
                Sheets as at April 30, 2007 and April 30,
                2006.
              32Statements
                of Operations for Fiscal Years
                Ended April 30, 2007 and April 30, 2006.
              33Statements
                of Cash Flows for Fiscal Years Ended
                April 30, 2007 and April 30, 2006.
              34Statement
                of Stockholders’ Equity for the
                Period From April 20, 2004 (Inception) to Fiscal Year Ended April
                30,
                2007.
              35Notes
                to Financial Statements.
              36































30
  
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM**
 
 
 To
        the
        Stockholders and Board of Directors of Zoro Mining Corp. (formerly Rochdale
        Mining Corporation)
 
 We
        have
        audited the accompanying balance sheets of Zoro Mining Corp. (an exploration
        stage company) as of April 30 2007 and 2006 and the related statements of
        operations, stockholders’ equity and cash flows for the years ended April 30,
        2007 and 2006 and the period from April 20, 2004 (inception) through April
        30,
        2007.  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 financial statements present fairly, in all material respects,
        the financial position of Zoro Mining Corp. as of April 30, 2007 and 2006
        and
        the results of its operations and its cash flows for the years ended April
        30,
        2007 and 2006 and the period from April 20, 2004 (inception) through April
        30,
        2007 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.
 
 “DMCL”
 
 Dale
        Matheson Carr-Hilton LaBonte LLP
 CHARTERED
        ACCOUNTANTS
 Vancouver,
        Canada
 July
        23,
        2007
 
  
 
  31
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Balance
          Sheets**
   
 April
                  30,
                2007
                $
              
              
              April
                  30,
                2006
                $ASSETSCash
              
              
              2,405,857
              
              
              
              57Prepaid
                  expenses (Note 3)
              
              
              176,727
              
              
              
              1,066Loan
                  receivable (Note 3)
              
              
              125,000
              
              
              
              -TOTAL
                  ASSETS
              
              
              2,707,584
              
              
              
              1,123LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
                  LiabilitiesAccounts
                  payable and accrued liabilities
              
              
              106,365
              
              
              
              9,907Due
                  to related parties (Note 4)
              
              
              132,897
              
              
              
              15,694Total
                  Current Liabilities
              
              
              239,262
              
              
              
              25,601Stockholders’
                  Equity (Deficit)Capital
                  stock (Note
                  5)
                3,600,000,000
                  shares authorized,
                  $0.00001 par value216,450,000
                  shares issued and
                  outstanding (2006 – 180,000,000)
              
              
              2,164
              
              
              
              1,800Additional
                  paid-in
                  capital
              
              
              99,136
              
              
              
              (1,750
              )Subscriptions
                  received (Note
                  5)
              
              
              2,600,000
              
              
              
              -Donated
                  Capital (Note
                  4)
              
              
              34,500
              
              
              
              22,500Deficit
                  accumulated during the
                  exploration stage
              
              
              (267,478
              )
              
              
              (47,028
              )Total
                  Stockholders’ Equity (Deficit)
              
              
              2,468,322
              
              
              
              (24,478
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
              
              
              2,707,584
              
              
              
              1,123
 
 GOING
        CONCERN CONTINGENCY****(Note 1)
 SUBSEQUENT
        EVENTS (Note 7)
 
  The
              accompanying notes are an integral part of the financial
              statements
 32
 **Zoro
            Mining Corp.**
 **(formerly
            Rochdale Mining Corporation)**
 **(An
            Exploration Stage Company)**
 **Statements
            of Operations**
  
 For
                  the Year Ended April 30, 2007
              
              
              For
                  the Year Ended April 30, 2006
              
              
              From
                  April 20, 2004 (Date of Inception) to April 30, 2007$
              
              
              $
              
              
              $ExpensesDonated
                  services (Note
                  4)
              
              
              9,000
              
              
              
              9,000
              
              
              
              25,500Mineral
                  property costs (Note
                  3)
              
              
              53,388
              
              
              
              94
              
              
              
              55,340Office
                  and general (Note
                  4)
              
              
              94,554
              
              
              
              3,240
              
              
              
              100,824Professional
                  fees and
                  organizational costs
              
              
              63,508
              
              
              
              356
              
              
              
              85,814Net
                  Loss
              
              
              (220,450
              )
              
              
              (12,690
              )
              
              
              (267,478
              )Basic
                  and diluted net loss per common share
              
              
              (0.001
              )
              
              
              (0.001
              )Weighted
                  average number of common shares outstanding (Notes 1 and
                  2c)
              
              
              205,564,932
              
              
              
              180,000,000
 
 
 
 
 
 
 
 
 
 
  The
              accompanying notes are an integral part of the financial
              statements
 33
 **Zoro
            Mining Corp.**
 **(formerly
            Rochdale Mining Corporation)**
 **(An
            Exploration Stage Company)**
 **Statements
            of Cash Flows**
  
 For
                  the Year
                Ended
                  April 30,
                2007
                $
              
              
              For
                  the Year Ended April 30, 2006
                $
              
              
              From
                April
                  20, 2004
                (Date
                  of Inception)
                to
                  April 30,2007
                $Cash
                  Flows Used In Operating ActivitiesNet
                  loss
              
              
              (220,450
              )
              
              
              (12,690
              )
              
              
              (267,478
              )Adjustments
                  to reconcile net loss to cash used in operating
                  activities:Donated
                  rent
              
              
              3,000
              
              
              
              3,000
              
              
              
              9,000Donated
                  services
              
              
              9,000
              
              
              
              9.000
              
              
              
              25,500Change
                  in operating assets and liabilities:Increase
                  in prepaid expenses
              
              
              (175,661
              )
              
              
              (1,066
              )
              
              
              (176,727
              )Increase
                  (decrease) in accounts payable and accrued liabilities
              
              
              96,458
              
              
              
              (4,793
              )
              
              
              106,365Net
                  Cash Used in Operating Activities
              
              
              (287,653
              )
              
              
              (6,549
              )
              
              
              (303,340
              )Cash
                  Flows Used In Investing ActivitiesLoan
                  receivable
              
              
              (125,000
              )
              
              
              -
              
              
              
              (125,000
              )Net
                  Cash Used In Investing Activities
              
              
              (125,000
              )
              
              
              -
              
              
              
              (125,000
              )Cash
                  Flows From Financing ActivitiesAdvances
                  from related parties
              
              
              117,203
              
              
              
              6,586
              
              
              
              132,897Proceeds
                  from issuance of
                  common stock and share subscriptions received
              
              
              2,701,250
              
              
              
              10
              
              
              
              2,701,300Net
                  Cash From Financing Activities
              
              
              2,818,453
              
              
              
              6,596
              
              
              
              2,834,197Increase
                  in Cash
              
              
              2,405,800
              
              
              
              47
              
              
              
              2,405,857Cash
                  - Beginning
              
              
              57
              
              
              
              10
              
              
              
              –Cash
                  - Ending
              
              
              2,405,857
              
              
              
              57
              
              
              
              2,405,857Supplemental
                  DisclosuresInterest
                  paid
              
              
              –
              
              
              
              –
              
              
              
              –Income
                  taxes paid
              
              
              –
              
              
              
              –
              
              
              
              –
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  The
              accompanying notes are an integral part of the financial
              statements
 34
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Statement
          of Stockholders’ Equity**
 **From
          April 20, 2004 (Date of Inception) to April 30,
          2007**
   DeficitAccumulatedCommon
              
              
              Common
              
              
              Additional
              
              
              Common
              
              
              During
                  theStock
              
              
              Stock
              
              
              Paid
                  In
              
              
              Stock
              
              
              Exploration
              
              
              DonatedShares
              
              
              Amount
              
              
              Capital
              
              
              Subscriptions
              
              
              Stage
              
              
              Capital
              
              
              Total#
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $Balance
                  – April 20, 2004 (Date of Inception)
              
              
              –
              
              
              
              –
              
              
              
              
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Issuance
                  of common shares for cashat
                  $.00001/share
              
              
              144,000,000
              
              
              
              1,440
              
              
              
              (1,400
              )
              
              
              (40
              )
              
              
              –
              
              
              
              –
              
              
              
              –Net
                  loss for the period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (1,858
              )
              
              
              –
              
              
              
              (1,858
              )Balance
                  – April 30, 2004
              
              
              144,000,000
              
              
              
              1,440
              
              
              
              (1,400
              )
              
              
              (40
              )
              
              
              (1,858
              )
              
              
              –
              
              
              
              (1,858
              )Issuance
                  of common shares for cashat
                  $.00001/share
              
              
              36,000,000
              
              
              
              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
              
              
              180,000,000
              
              
              
              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
              
              
              180,000,000
              
              
              
              1,800
              
              
              
              (1,750
              )
              
              
              –
              
              
              
              (47,028
              )
              
              
              22,500
              
              
              
              (24,478
              )Issuance
                  of common shares for cash
              
              
              36,450,000
              
              
              
              364
              
              
              
              100,886
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              101,250at
                  $0.00277/shareShare
                  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
              
              
              216,450,000
              
              
              
              2,164
              
              
              
              99,136
              
              
              
              2,600,000
              
              
              
              (267,478
              )
              
              
              34,500
              
              
              
              2,468,322
 
 All  share  amounts  have  been  restated  to  reflect  the  36:1  reverse  share
        consolidation on February 9, 2007 (refer to Note 1).
 
  The
                accompanying notes are an integral part of the financial statements
 35
 
 **Zoro
            Mining Corp.**
 **(formerly
            Rochdale Mining Corporation)**
 **(An
            Exploration Stage Company)**
 **Notes
            to the Financial Statements**
 **April
            30, 2007**
 **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 3). The Company has not presently
        determined whether its mineral properties contain mineral reserves that are
        economically recoverable.
  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 and 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 the attainment of profitable operations. As
        at
        April 30, 2007, the Company has accumulated losses of $267,478 since inception.
        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.
 
 **Share
        Split**
  On
        February 9, 2007 the Company increased the number of shares of the Company's
        authorized share capital and correspondingly increase the number of its issued
        and outstanding common shares, in each case 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. The par value of the
        Company's common shares, which is $0.00001 per common share, has not
        changed.  The financial statements have been restated to give
        retroactive effect to the stock split, 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 has been 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 OTC Bulletin Board. In connection with the
        name change to Zoro Mining Corp., as of the open of business on March 19,
        2007,
        the Company’s trading symbol is “ZORO”.
 
 
 **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.
   36
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Notes
          to the Financial Statements**
 **April
          30, 2007**
  **2.      Summary
        of Significant Accounting Policies (continued)**
  b)
              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.
  c)
              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.
  d)
              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, 2007, the Company has no items that represent
        a
        comprehensive loss and, therefore, has not included a schedule of comprehensive
        loss in the financial statements.
  e)
              Mineral
                  Property Costs
 
 Mineral
        property acquisition costs are capitalized in accordance with EITF 04-2 when
        management has determined that probable future benefits consisting of a
        contribution to future cash inflows have been identified and adequate financial
        resources are available or are expected to be available as required to meet
        the
        terms of property acquisition and budgeted exploration and development
        expenditures.  Mineral property acquisition costs are expensed as
        incurred if the criteria for capitalization are not met.  In the event
        that mineral property acquisition costs are paid with Company shares, those
        shares are recorded at their estimated fair value at the time the shares
        are due
        under the terms of the property agreements.
 
 Mineral
        property exploration costs are expensed as incurred.
 
 When
        mineral properties are acquired under option agreements with future acquisition
        payments to be made at the sole discretion of the Company, those future
        payments, whether in cash or shares, are recorded only when the Company has
        made
        or is obliged to make the payment or issue the shares.  Because option
        payments do not meet the definition of tangible property under EITF 04-2,
        all
        option payments are expensed as incurred.
 
 When
        it
        has been determined that a mineral property can be economically developed
        as a
        result of establishing proven and probable reserves and pre feasibility,
        the
        costs incurred to develop such property are capitalized.
  The
        Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
        Retirement Obligations” which establishes standards for the initial measurement
        and subsequent accounting for obligations associated with the sale, abandonment,
        or other disposal of long-lived tangible assets arising from the acquisition,
        construction or development and for normal operations of such
        assets.  The adoption of this standard has had no effect on the
        Company’s financial position or results of operations.  As at April
        30, 2007, any potential costs relating to the retirement of the Company’s
        mineral property interest are not yet determinable.
   37
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Notes
          to the Financial Statements**
 **April
          30, 2007**
  **2.      Summary
        of Significant Accounting Policies (continued)**
  f)
              Financial
                  Instruments
 Financial
        instruments, which include cash, loan receivable and accounts payable and
        accrued liabilities and amounts due to related parties were estimated to
        approximate their carrying values due to the immediate or short-term maturity
        of
        these financial instruments. Currently, the Company does not use derivative
        instruments to reduce its exposure to foreign currency risk.
  g)
              Income
                  Taxes
  Potential
        benefits of income tax losses are not recognized in the accounts until
        realization is more likely than not. The Company has adopted SFAS No. 109
        “*Accounting for Income Taxes,*” as of its inception. Pursuant to SFAS
        No. 109 the Company is required to compute tax asset benefits for net operating
        losses carried forward. Potential benefit of net operating losses have not
        been
        recognized in these financial statements because the Company cannot be assured
        it is more likely than not it will utilize the net operating losses carried
        forward in future years.
  h)
              Foreign
                  Currency Translation
  These
        financial statements are presented in United States dollars.  In
        accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated
        monetary assets and liabilities are translated to their United States dollar
        equivalents using foreign exchange rates which prevailed at the balance sheet
        date.  Non-monetary assets and liabilities are translated at the
        transaction date.  Revenue and expenses are translated at average
        rates of exchange during the year.  Related translation adjustments
        are reported as a separate component of stockholders’ equity, whereas gains or
        losses resulting from foreign currency transactions are included in results
        of
        operations.
  i)
              Stock-Based
                  Compensation
  In
        December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
        replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
        APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
        January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
        Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides
        supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R
        requires all share-based payments to employees, including grants of employee
        stock options, to be recognized in the financial statements based on the
        grant
        date fair value of the award. SFAS No. 123R was to be effective for interim
        or
        annual reporting periods beginning on or after June 15, 2005, but in April
        2005
        the SEC issued a rule that will permit most registrants to implement SFAS
        No.
        123R at the beginning of their next fiscal year, instead of the next reporting
        period as required by SFAS No. 123R. The pro-forma disclosures previously
        permitted under SFAS No. 123 no longer will be an alternative to financial
        statement recognition. Under SFAS No. 123R, the Company must determine the
        appropriate fair value model to be used for valuing share-based payments,
        the
        amortization method for compensation cost and the transition method to be
        used
        at date of adoption. The transition methods include prospective and retroactive
        adoption options. Under the retroactive options, prior periods may be restated
        either as of the beginning of the year of adoption or for all periods presented.
        The prospective method requires that compensation expense be recorded for
        all
        unvested stock options and restricted stock at the beginning of the first
        quarter of adoption of SFAS No. 123R, while the retroactive methods would
        record
        compensation expense for all unvested stock options and restricted stock
        beginning with the first period restated. The Company adopted the requirements
        of SFAS No. 123R for the fiscal year beginning on May 1, 2006; however, no
        compensation expense was recorded in the first quarter of 2006 as the Company
        had never granted any stock options.
   38
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Notes
          to the Financial Statements**
 **April
          30, 2007**
  **2.      Summary
        of Significant Accounting Policies (continued)**
  i)
              Stock-Based
                  Compensation (continued)
  The
        Company accounts for equity instruments issued in exchange for the receipt
        of
        goods or services from other than employees in accordance with SFAS No. 123
        and
        the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.
        96-18, “Accounting for Equity Instruments That Are Issued to Other Than
        Employees for Acquiring or in Conjunction with Selling Goods or
        Services”.  Costs are measured at the estimated fair market value of
        the consideration received or the estimated fair value of the equity instruments
        issued, whichever is more reliably measurable.  The value of equity
        instruments issued for consideration other than employee services is determined
        on the earlier of a performance commitment or completion of performance by
        the
        provider of goods or services as defined by EITF No. 96-18.
  The
        Company has not adopted a stock option plan.  Accordingly, no options
        have been granted to date and no stock-based compensation been
        recorded.
  j)
              Recent
                  Accounting Pronouncement
 
 In
          September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
          objective of SFAS 157 is to increase consistency and comparability in fair
          value
          measurements and to expand disclosures about fair value
          measurements.  SFAS 157 defines fair value, establishes a framework
          for measuring fair value in generally accepted accounting principles, and
          expands disclosures about fair value measurements. SFAS 157 applies under
          other
          accounting pronouncements that require or permit fair value measurements
          and
          does not require any new fair value measurements. The provisions of SFAS
          No. 157
          are effective for fair value measurements made in fiscal years beginning
          after
          November 15, 2007. The adoption of this statement is not expected to have
          a
          material effect on the Company's future reported financial position or
          results
          of operations.
 
 In
          September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
          Benefit Pension and Other Postretirement Plans.” This Statement requires an
          employer to recognize the over funded or under funded status of a defined
          benefit post retirement plan (other than a multiemployer plan) as an asset
          or
          liability in its statement of financial position, and to recognize changes
          in
          that funded status in the year in which the changes occur through comprehensive
          income.  SFAS No. 158 is effective for fiscal years ending after December
          15, 2006. The Company's implementation of SFAS No. 158 did not have a
          material impact on the Company's financial position and results of
          operations.
 
 In
        September 2006, the SEC issued Staff Accounting Bulletin
        (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
        when Quantifying Misstatements in Current Year Financial Statements.” SAB
        No. 108 addresses how the effects of prior year uncorrected misstatements
        should be considered when quantifying misstatements in current year financial
        statements. SAB No. 108 requires companies to quantify misstatements using
        a balance sheet and income statement approach and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors. SAB No. 108 is effective for periods
        ending after November 15, 2006.  The adopting of SAB
        No. 108 did not have a material effect on the
        Company's financial statements.
 
 In
        February 2007, the FASB issued 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 reported in earnings. SFAS No. 159 is effective for fiscal years
        beginning after November 15, 2007. The Company is currently assessing the
        impact of SFAS No. 159 on its financial position and results of
        operations.
   39
 **Zoro
              Mining Corp.**
 **(formerly
              Rochdale Mining Corporation)**
 **(An
              Exploration Stage Company)**
 **Notes
              to the Financial Statements**
 **April
              30, 2007**
  **3.       Mineral
        Properties**
 
 **Canada**
 
 The
        Company acquired a 100% interest in the Arlington #1 and Arlington #2 mineral
        claims located in the Greenwood Mining Division, British Columbia, Canada
        for
        $1,858 (CDN$2,500).  During 2005 these claims were converted into one
        larger claim covering a total of 942 hectares.  Title to the property
        is held by the past president and current director of the Company in trust
        on
        behalf of the Company.  Mineral property costs include direct
        expenditures of $15,155 since inception related to this property, of which
        $5,301 was incurred in the year ended April 30, 2007.  As at March 31,
        2007 the Company decided not to renew its interest in this property and
        forfeited its interest in these claims.
 
 **South
          America and Mexico**
 
 During
        the year ended April 30, 2007, the Company expended $48,087 on exploration
        related due diligence on potential acquisitions located in Brazil.  In
        addition, a total of $125,000 was advanced to a property vendor as advances
        made
        under a failed property acquisition agreement.  This amount is
        repayable within one year and bears interest at 6% simple interest over the
        one
        year term, which is to March 12, 2008.
 
 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,
          totalling approximately 33,115 acres located in Chile and Peru, and a
          further 6,825 acres located in Mexico.  The Company is in the process
          of establishing and transferring to wholly-owned subsidiaries in each of
          Chile,
          Peru, and Mexico its various and newly acquired property interests and
          completing other terms of the agreement.  (Refer to Note
          7).  At April 30, 2007 $175,000 had been advanced towards future
          expenses to be incurred on these properties of which $125,000 was advanced
          to a
          company with a director in common.
  
 **4.      Related
        Party Transactions**
  a)
              At
                  April 30, 2007, $nil (2006 - $15,694) was owing to certain directors
                  of
                  the Company for cash loans or expenses paid on behalf of the
                  Company.  These amounts were non-interest bearing, unsecured and
                  had no specific terms of repayment.  As at April 30, 2007 all
                  amounts had been repaid.
  b)
              The
                  past Corporate Secretary provided management services and office
                  premises
                  to the Company. During the year ended April 30, 2007, donated services
                  of
                  $3,000 (2006 - $3,000) and donated rent of $3,000 (2006 - $3,000)
                  were
                  recorded.
  c)
              A
                  director and past president of the Company provides management
                  services to
                  the Company valued at $250 per month. During the year ended April
                  30,
                  2007, donated management services of $3,000 (2006 - $3,000) were
                  recorded.
  d)
              A
                  past director of the Company provided management services to the
                  Company.
                  During the year ended April 30, 2007, donated management services
                  of
                  $3,000 (2006 – $3,000) were
                  recorded.
  e)
              During
                  the year ended April 30, 2007, a significant shareholder of the
                  Company
                  provided advances to the Company relating to exploration due diligence
                  costs and a loan incurred in the amount of $125,496.  These
                  advances were subsequently repaid in full in July 2007 without
                  interest.
  f)
              At
                  April 30, 2007, the current Corporate Secretary, Vice President
                  and
                  director of the Company provided advances of $7,401 through a related
                  company.  These advances have no terms of
                  repayment.
 
 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.
 
 
  40
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Notes
          to the Financial Statements**
 **April
          30, 2007**
  **5.      Capital
        Stock**
 
 On
          April
          20, 2004, the Company issued 144,000,000 (4,000,000 pre-split) shares of
          common
          stock for proceeds of $40, pursuant to subscription agreements to two directors
          of the Company.
 
 On
          November 3, 2004, the Company issued 36,000,000 (1,000,000 pre-split) shares
          of
          common stock for proceeds of $10, pursuant to a subscription agreement
          to a
          director of the Company.
 
 On
          August
          17, 2006, the Company issued 36,450,000 (1,012,500 pre-split) shares of
          common
          stock at a price of $0.10 per share for proceeds of $101,250, pursuant
          to an
          effective SB-2 Registration Statement filed with the SEC.
 
 As
          at
          April 30, 2007, the Company had received an aggregate of $2,600,000 in
          connection with private placement subscriptions for a total of 2,080,000
          units
          at a price of $1.25 per unit.  Each unit is comprised of one common
          share and one share purchase warrant to purchase a further share of common
          stock
          at a price of $1.75 for a two year period from the effective date of
          registration of the securities underlying the units (refer to Note
          7).
 
 At
          April
          30, 2007 there were no warrants or options outstanding.
 
 **6.      Deferred
        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 and
        other deductions for tax amounting to approximately $267,000 at April 30,
        2007
        (2006 – $22,000) which may be available to reduce future year’s taxable income.
        These carry-forwards will expire, if not utilized, commencing in
        2024.  Management believes that the realization of the benefits from
        this deferred tax asset are uncertain due to the Company’s limited operating
        history and continuing losses.  Accordingly, a full deferred tax asset
        valuation allowance has been provided and no deferred tax asset has been
        recorded.
 
 The
        significant components of the Company’s deferred income tax assets at April 30
        are as follows:
 
 April
                  30, 2007
              
              
              April
                  30, 2006Deferred
                  tax assetNon-capital
                  losses
              
              $
              62,201
              
              
              $
              7,498Other
                  deductions for tax
              
              
              17,011
              
              
              
              842Valuation
                  allowance
              
              
              (79,212
              )
              
              
              (8,340
              )Net
                  deferred tax asset
              
              $
              –
              
              
              $
              –
 
 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:
 
 April
                  30, 2007
              
              
              April
                  30, 2006Net
                  loss
              
              $
              (220,450
              )
              
              $
              (12,690
              )Statutory
                  tax rate
              
              
              34
              %
              
              
              34
              %Expected
                  tax (recovery)
              
              
              (74,953
              )
              
              
              (4,315
              )Non-deductible
                  expenses
              
              
              22,232
              
              
              
              4,112Other
                  deductions for tax
              
              
              (1,982
              )
              
              
              (167
              )Valuation
                  allowance
              
              
              54,703
              
              
              
              370Deferred
                  income tax provision
              
              $
              -
              
              
              $
              -
 
 
  41
 
 **Zoro
          Mining Corp.**
 **(formerly
          Rochdale Mining Corporation)**
 **(An
          Exploration Stage Company)**
 **Notes
          to the Financial Statements**
 **April
          30, 2007**
  **7.     Subsequent
        Events**
  Corporate
        Services Agreement - On May 1, 2007, the Company executed a corporate
        support services agreement effective January 1, 2007 with a third party to
        perform office and administrative services for CDN$15,000 per
        month.
  Private
        Placement - In connection with a private placement, the Company issued in
        four tranches a total of 3,150,400 units of securities for
        $3,938,000.  Each unit was priced at $1.25 and was comprised of one
        common share and one share purchase warrant to purchase a further share of
        common stock at a price of $1.50 for a two year period from the effective
        date
        of registration of the securities underlying the units.  A total of
        $172,060 and 100,800 warrants were paid to consultants as finders’ fees in
        connection with the private placement, with such warrants having the same
        terms
        and conditions as the warrants in the units of the private
        placement.  All the securities underlying the units and warrants
        issued in the private placement are proposed for registration under the
        Securities and Exchange Act of 1934 with the Company’s commercially reasonable
        efforts to file such registration within 90 days of closing of the private
        placement.  At April 30, 2007 the Company had received $2,600,000
        towards this private placement.
  Mineral
        Property Acquisition Agreement  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 42,576 acres located in
        Chile
        and Peru, and a further 6,825 acres located in Mexico (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, 2007 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 restricted common shares to the Vendors at a purchase price
        of
        US$0.0001 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 wholly-owned subsidiaries in
        each of
        Chile, Peru, and Mexico its various and newly acquired Property
        interests.
  Warrants
        Issued for Mineral Properties- On May 18, 2007 and in connection with the
        Mineral Property Acquisition Agreement, the Company issued an aggregate of
        4,670,000 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 warrants
        were issued to the current 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 $3,192,763 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 in accordance with the
        provisions of SFAS 148.
  Warrants
        Issued for Management Services - On May 18, 2007 and in connection with
        management services to be rendered by the current President and director
        of the
        Company, the Company issued an aggregate of 800,000 warrants to purchase
        common
        shares of the Company at a price of $1.50 per share for a term until May
        18,
        2009.  The term of these warrants is two years. 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 in accordance with the provisions of SFAS 148.
  Share
        Cancellations - On May 7, 2007, and in connection with the Mineral Property
        Acquisition Agreement, an aggregate of 132,850,000 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.




42





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




On
      April
      1, 2005, our Board of Directors approved and authorized the engagement of the
      services of Dale Matheson Carr-Hilton LaBonte LLP Chartered Accountants ("DMCL")
      as the independent registered public accounting firm. The address for DMCL
      is
      1140 West Pender Street, Suite 1500, Vancouver, British Columbia, Canada V6E
      4G1.




We
      did
      not previously contact DMCL prior to its engagement regarding application of
      accounting principles to a specific completed or contemplated transaction,
      or
      the type of audit opinion that might be rendered on our financial statements,
      and neither written nor oral advice was sought by us from DMCL prior to its
      engagement regarding an important factor considered by us in reaching a decision
      as to the accounting, auditing or financial reporting issue.




**ITEM
      8A. CONTROLS AND PROCEDURES**





**FINANCIAL
      DISCLOSURE CONTROLS AND PROCEDURES**





An
      evaluation was conducted under the supervision and with the participation of
      our
      management, including Harold W. Gardner, our President/Chief Executive Officer
      (“CEO”) and Jas Butalia, our Chief Financial Officer (“CFO”), of the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of April 30, 2007. Based on that evaluation, Messrs. Gardner
      and
      Butalia concluded that our disclosure controls and procedures were effective
      as
      of such date to ensure that information required to be disclosed in the reports
      that we file or submit under the Exchange Act, is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms. Such officers also confirmed that there was no change in our internal
      control over financial reporting during the year ended April 30, 2007 that
      has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




43




**ITEM 8A. CONTROLS AND PROCEDURES -***continued*






Audit Committee


Our
      Board
      of Directors has not established an audit committee.  The respective
      role of an audit committee has been conducted by our Board of Directors. We
      are
      contemplating establishment of an audit committee during fiscal year 2007-2008.
      When established, the audit committee's primary function will be to provide
      advice with respect to our financial matters and to assist our Board of
      Directors in fulfilling its oversight responsibilities regarding finance,
      accounting, and legal compliance. The audit committee's primary duties and
      responsibilities will be to: (i) serve as an independent and objective party
      to
      monitor our financial reporting process and internal control system; (ii) review
      and appraise the audit efforts of our independent accountants; (iii) evaluate
      our quarterly financial performance as well as its compliance with laws and
      regulations; (iv) oversee management's establishment and enforcement of
      financial policies and business practices; and (v) provide an open avenue of
      communication among the independent accountants, management and our Board of
      Directors.





**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**





**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.





As
      of the
      date of this Annual Report our directors and executive officers, their ages,
      positions held are as follows:





**Name**
            **Age**
            **Position
                with the Company**Harold
                W. Gardner
            51
            President,
                Chief Executive Officer, Principal Executive Officer and a
                directorPaul
                D. Brock
            43
            DirectorDavid
                Hackman
            65
            Vice-President
                of Exploration, Secretary and a DirectorJas
                Butalia
            58
            Chief
                Financial Officer and a DirectorTerence
                Schorn
            73
            Director




44
  **ITEM
        9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH
        SECTION 16(a) OF THE EXCHANGE ACT
        -***continued*


The
        following describes the business experience of each of our directors and
        executive officers, including other directorships held in reporting
        companies:
  **Harold
        Gardner.**Mr. Gardner has been our President/Chief Executive Officer and
        a director since 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).
        Mr.
        Gardner is neither a director nor an officer of any other reporting
        company.




**Paul
      D. Brock.**Mr.
      Brock
      has been our prior President/Chief Executive Officer, Treasurer, Principal
      Accounting Officer, and Principal Financial Officer from April, 2004 to May
      2007. He continues to serve as a director since his appointment in April, 2004.
      Mr. Brock is the Chairman of VendTek Systems Inc. (TSXV:VSI), which develops
      software for the electronic distribution of financial services. Mr. Brock served
      as President of VendTek Systems Inc. from December 1988 to June 2006. Mr. Brock
      was a co-founder in 2003 and President of Fortune Partners Inc. which listed
      on
      the OTCBB and later acquired Power Air Corp. where he continues as a Director.
      Mr. Brock is also a director of several other companies both private and public.
      Mr. Brock has been involved in business development in the UK, the Middle East,
      Asia, Latin America, as well as the US and Canada. Mr. Brock is a graduate
      of
      the British Columbia Institute of Technology’s Robotics and Automation
      Technology Program, a graduate of Simon Fraser University’s Executive Management
      Development Program and a member of the professional association of the Applied
      Science Technologists of British Columbia since 1998.




**David
      Hackman.**Mr. Hackman has been our Vice-President of Exploration and a
      director since May 1, 2007, and Secretary since May 21, 2007. From January
      1996
      to June 2000, Mr. Hackman was the Vice President of Exploration, President
      and a
      director of Silver Eagle Resources Ltd., an exploration stage mining company.
      Prior to that, Mr. Hackman worked in the mineral exploration and mine
      development industry since 1971. Mr. 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).  Mr. Hackman is also a member of the board of directors
      of the following companies: Snowdon Resources Corp. (a Nevada corporation
      that is not yet a reporting company), Pacific Copper Corp. (a Delaware
      corporation that is a reporting company) 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). Mr. Hackman is neither a director nor an officer
      of any other reporting company.




45


**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT -***continued*






**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 Beaumont Select Corporation, currently
      trading on the TSX stock exchange in Canada.




**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 been the President
      and a director 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. 
Since February of 2006 Mr. Schorn has also been a director of Twenty-Seven
      Capital Corp, another TSXV listed company.  Mr. Schorn is also a director
      of Snowdon Resources Corp., a reporting company listed for trading on the
      OTCBB.




**Term
      of Office**




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.




**Significant
      Employees**




There
      are no other significant employees. All
      services are provided to us on a consulting basis.




46


**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS,
      PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
      ACT
      -***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, 2007.





**ITEM
      10. EXECUTIVE COMPENSATION**




During
      fiscal year ended April 30, 2007, none of our directors or officers received
      an
      annual salary and bonus. Our officers and directors may be reimbursed for any
      out-of-pocket expenses incurred by them on our behalf. We presently have no
      pension, health, annuity, insurance, profit sharing or similar benefit
      plans.




**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, President and CEO
            2007
            $-0-
            -0-
            -0-
            -0-
            ---
            ---
            ---
            $-0-Paul
                D. Brock, Prior President/Chief Executive Officer, Treasurer, Principal
                Accounting Officer
            2007
            $-0-
            -0-
            -0-
            -0-
            ---
            ---
            ---
            $-0-David
                Hackman, Vice-President of Exploration, Secretary
            2007
            $-0-
            -0-
            -0-
            -0-
            ---
            ---
            ---
            $-0-David
                Rambaran, Prior Secretary
            2007
            $-0-
            -0-
            -0-
            -0-
            ---
            ---
            ---
            $-0-






47




**ITEM 10. EXECUTIVE COMPENSATION -***continued*





**STOCK
      OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED APRIL 30, 2007**





During
      fiscal year ended April 30, 2007, we did not grant any options to the Named
      Executive Officers.





**DIRECTOR
      COMPENSATION TABLE**




During
      fiscal year ended April 30, 2007, none of our directors received any
      compensation.




**Name**
            **Fees****Earned
                or****Paid
                in****Cash**
              **($)**
            **Stock**
              **Awards**
              **($)**
            **Option**
              **Awards**
              **($)**
            **Non-Equity**
              **IncentivePlanCompensation**
              **($)**
            **Change
                inPension**
              **Value
                andNonqualified**
              **DeferredCompensationEarnings**
              **($)**
            **AllOther**
              **Compensation**
              **($)**
            **Total**
              **($)**Paul
                Petrilli
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Terence
                F. Schorn
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Paul
              D. Brock
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-David
              Rambaran
            -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 formal employment
      or
      consulting agreements with our Named Executive Officers or directors with the
      exception of 808,500 warrants issued on May 18, 2007 which are exercisable
      at
      $0.70 per share expiring May 18, 2009 to acquire 808,500 shares of Common Stock
      in connection with management services to be rendered by our current President
      and Director on May 18, 2007.





**COMPENSATION
      OF DIRECTORS**





Generally,
      our directors do not receive salaries or fees for serving as directors, nor
      do
      they receive any compensation for attending meetings of the board of directors.
      Directors are entitled to reimbursement of expenses incurred in attending
      meetings.






48





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




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 86,750,400 shares of common stock issued and outstanding.




**Name
                and Address of Beneficial Owner(1)**
            **Number
                of Shares Owned(1)**
            **Percentage
                of Class(1)****Directors
                and Officers:**Harold
                W. Gardner
              3430
                East Sunrise Drive, Suite 120
              Tucson,
                Arizona 85718
            5,034,000
                (2)
            5.7%Paul
                D. Brock
              3430
                East Sunrise Drive, Suite 120
              Tucson,
                Arizona 85718
            1,000,000
                (3)
            1.2%David
                Hackman
              3430
                East Sunrise Drive, Suite 120
              Tucson,
                Arizona 85718
            -0-
            0.0%Jas
                Butalia
              3430
                East Sunrise Drive, Suite 120
              Tucson,
                Arizona 85718
            -0-
            0.0%Terence
                Schorn
              3430
                East Sunrise Drive, Suite 120
              Tucson,
                Arizona 85718
            -0-
            0.0%All
                   executive officers and directors as a group (5 persons)
            6,034,000
                (4)
            6.8%**Major
                Shareholders:**Integrity
                Capital Group LLC.
              772
                Wurzbach Road, Suite 902
              San
                Antonio, Texas
            28,050,300
                (5)
            32.3%West
                Peak Ventures of Canada Limited
              1000
                – 789 West Pender Street
              Vancouver,
                B.C. Canada, V6C 1H2
            5,000,000
                (6)
            5.7%Agosto
                Corporation Limited
              Wickhams
                Cay 1, Road Town
              Tortola,
                British Virgin Islands
            7,900,000
                (7)
            9.0%




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 86,750,400 shares issued and
                outstanding.




2.
            This
                figure includes: (i) 3,425,500 shares of restricted Common Stock;
                (ii)
                808,500 warrants which are exercisable at $0.70 per share expiring
                May 18,
                2009 to acquire 808,500 shares of Common Stock; and (iii) 800,000
                warrants
                which are exercisable at $1.50 per share expiring May 18, 2009 to
                acquire
                800,000 shares of Common Stock.




3.
            In
                accordance with the terms and provisions of the Option Agreement,
                the
                Vendors granted to us the sole and exclusive Option to acquire a
                100%
                undivided beneficial and registerable interest in and to certain
                unencumbered mineral property interest in consideration of the sale
and
                transfer by Mr. Brock to the Vendors of an aggregate 35,500,000 shares
                of
                our restricted Common Stock held of record by Mr. Brock at a purchase
                price of $0.00001 per share. The Option Agreement was subject to
                certain
                conditions precedent which, if satisfactorily satisfied, triggered
                Mr.
                Brock’s obligatory sale and transfer. Effective May 7, 2007, we completed
                the terms and conditions of the Option Agreement thus requiring Mr.
                Brock
                to transfer to the Vendors an aggregate 35,500,000 shares of common
                stock
                pursuant to a private transaction, thus leaving 1,000,000 shares
                held of
                record by Mr. Brock.




49


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






4.
            This
                figure includes: (i) 4,425,500 shares of restricted Common Stock;
                (ii)
                808,500 warrants which are exercisable at $0.70 per share expiring
                May 18,
                2009 to acquire 808,500 shares of Common Stock; and (iii) 800,000
                warrants
                which are exercisable at $1.50 per share expiring May 18, 2009 to
                acquire
                800,000 shares of Common Stock.




5.
            In
                accordance with the terms and provisions of the Option Agreement,
                the
                Vendors granted to us the sole and exclusive Option to acquire a
                100%
                undivided beneficial and registerable interest in and to certain
                unencumbered mineral property interest in consideration of the sale
                and
                transfer by one of our founding shareholder/affiliate to the Vendors
                of an
                aggregate 35,500,000 shares of our restricted Common Stock held of
                record
                by our founding shareholder/affiliate at a purchase price of $0.00001
                per
                share. Effective May 7, 2007, we completed the terms and conditions
                of the
                Option Agreement thus requiring our founding shareholder/affiliate
                to
                transfer to Integrity Capital Group LLC an aggregate 28,050,300 shares
                of
                common stock pursuant to a private
                transaction.




6.
            This
                figure consists of: (i) 4,500,000 shares of common stock held of
                record;
                and (ii) 500,000 warrants exercisable into 500,000 shares of common
                stock,
                which warrants are exercisable at $0.70 per share expiring on May
                18,
                2009.




7.
            This
                figure includes: (i) 7,000,000 shares of Common Stock; (ii) 900,000
                warrants of which 200,000 warrants are exercisable at $1.50 per share
                expiring March 25, 2009 and 700,000 warrants are exercisable at $0.70
                per
                share expiring on May 7, 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
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
      DIRECTOR COMPENSATION**




Except
      for the transactions described 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.




50




**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS AND DIRECTOR COMPENSATION -***continued*




·
            During
                fiscal year ended April 30, 2007, our current Secretary, Vice-President
                and director provided advances to us in the aggregate amount of $7,401
                through a related company; one of our significant shareholders provided
                advances to us relating to exploration due diligence costs incurred
                in the
                amount of $125,496, which have been repaid in full during July 2007
                without interest.




·
            During
                fiscal year ended April 30, 2007, our prior Secretary donated management
                services in the aggregate amount of $3,000 to us and rent in the
                aggregate
                amount of $3,000; our prior President and director donated management
                services in the aggregate amount of $3,000 to us; and one of our
                past
                directors provides donated management services in the aggregate amount
                of
                $3,000 to us.






**ITEM
      13. EXHIBITS**




The
      following exhibits are filed with this Annual Report on Form
      10-KSB:




**Exhibit
                Number**
            **Description
                of Exhibit**3.1
            Articles
                of Incorporation(1)3.2
            Bylaws(1)4.1
            Specimen
                Stock
                Certificate(1)10.1
            Arlington
                #1 Mining
                Claim(2)10.2
            Arlington
                #2 Mining Claim(2)10.3
            Mineral
                Property Acquisition
                Agreement dated for reference as fully executed on April 12, 2007,
                as
                entered into between Zoro Mining Corp. and each of Eduardo Esteffan
                M.,
                Fresia Sepulveda H., Eduard Esteffan S., Gretchen Esteffan S., Claudio
                Esteffan S. and Integrity Capital Group LLC.(3)21.1
            List
                of Subsidiaries23.1
            Consent
                of Dale Matheson
                Carr-Hilton LaBonte, Chartered Accountants(1)23.2
            Consent
                of Conrad C. Lysiak,
                Esq.(1)99.1
            Subscription
                Agreement(1)31.1
            Certification
                of Chief Executive Officer Pursuant
                to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
                Act.31.2
            Certification
                of the Chief Financial Officer
                Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
                Act32.1
            Certification
                of Chief Executive Officer and Chief
                Financial officer Under Section 1350 as Adopted Pursuant to Section
                906 of
                the Sarbane-Oxley Act.




(1)  Filed
        as an Exhibit to the Company's Registration Statement on Form SB-1 filed
        with
        the SEC on August 10, 2005 and incorporated herein by this
        reference.
 (2)  Filed
        as an Exhibit to the Company's Registration Statement Amendment No. 1 to
        Form
        SB-1 filed with the SEC on May 12, 2006 and incorporated herein by this
        reference.
 (3)  Filed
        as an Exhibit to the Company's Current Report on Form 8-K filed with the
        SEC on
        April 16, 2007 and incorporated herein by this reference.




51


**ITEM
      14. PRINCIPAL ACCOUNTING FEES AND
      SERVICES**





During
      fiscal year ended April 30, 2007, we incurred approximately $24,300 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, 2007 and for the review of our financial statements for the quarters
      ended July 31, 2006, October 31, 2006, and January 31, 2007.





During
      fiscal year ended April 30, 2007, 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.





**SIGNATURES**





In
      accordance with 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 10, 2007
            By:
            /s/ HAROLD
              W. GARDNERHarold
              W. Gardner,
              President/Chief Executive
              Officer




Dated:
                August 10, 2007
            By:
            /s/ JAS
              BUTALIAJas
              Butalia, Chief Financial Officer





52