U.S. SECURITIES AND EXCHANGE COMMISSION



Mark One



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2009
|- | -----------------------------------------------------------------------------------------------------------------------------



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
|- | -----------------------------------------------------------------------------------------------------------------------------------------



Commission File No. 333-127388







|Zoro Mining Corp.
___________________(Exact name of registrant as specified in its charter)                     
|----------------------------------------------------------------------------------------------------------------
|                                                                                                                
|Nevada                                                                                                          
|(State or other jurisdiction of incorporation
or organization)                                                  
|                                                                                                                
|3040 North Campbell Avenue #110
Tucson, Arizona 85719___________________(Address of principal executive offices)
|                                                                                                                
|(520) 299-0390___________________(Issuer's telephone number)                                                    
|                                                                                                                
|Securities registered pursuant to Section
12(b) of the Act:                                                     
|None                                                                                                            
|                                                                                                                
|Securities registered pursuant to Section 12(g) of the Act:                                                     
|Common Stock, $0.00001                                                                                          
|(Title of Class)                                                                                                



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



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

Yes



1



---

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.



Yes



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



Indicate by check mark whether the registrant is a large accelerated filed, unaccelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer" , "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





|Large accelerated filer | o | Accelerated filer         | o
|----------------------- | - | ------------------------- | -
|                        |   |                           |  
|Non-accelerated filer   | o | Smaller reporting company | x



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



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



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



ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS



N/A



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



APPLICABLE ONLY TO CORPORATE REGISTRANTS



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





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



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



DOCUMENTS INCORPORATED BY REFERENCE



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



N/A



Transitional Small Business Disclosure Format (Check one): Yes





2



---





ZORO MINING CORP.



INDEX







|Item 1.    | Business                                                                                                     | 4 
|---------- | ------------------------------------------------------------------------------------------------------------ | --
|           |                                                                                                              |   
|Item 1A.   | Risk Factors                                                                                                 | 45
|           |                                                                                                              |   
|Item 1B    | Unresolved Staff Comments                                                                                    | 50
|           |                                                                                                              |   
|Item 2     | Properties                                                                                                   | 51
|           |                                                                                                              |   
|Item 3.    | Legal Proceedings                                                                                            | 51
|           |                                                                                                              |   
|Item 4     | Submission of Matters to a Vote of Security Holders                                                          | 51
|           |                                                                                                              |   
|Item 5     | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 51
|           |                                                                                                              |   
|Item 6     | Selected Financial Data                                                                                      | 53
|           |                                                                                                              |   
|Item 7     | Management's Discussion and Analysis of Financial Condition and Results of Operation                         | 54
|           |                                                                                                              |   
|Item 7A    | Quantity and Qualitative Disclosure About Market Risks                                                       | 58
|           |                                                                                                              |   
|Item 8.    | Financial Statements and Supplemental Data                                                                   | 59
|           |                                                                                                              |   
|Item 9     | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         | 77
|           |                                                                                                              |   
|Item 9A.   | Controls and Procedures                                                                                      | 77
|           |                                                                                                              |   
|Item 9A(T) | Controls and Procedures                                                                                      | 79
|           |                                                                                                              |   
|Item 9B.   | Other Information                                                                                            | 79
|           |                                                                                                              |   
|Item 10    | Directors, Executive Officers and Corporate Governance                                                       | 80
|           |                                                                                                              |   
|Item 11.   | Executive Compensation                                                                                       | 83
|           |                                                                                                              |   
|Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 85
|           |                                                                                                              |   
|Item 13    | Certain Relationships and Related Transactions and Director Compensation                                     | 86
|           |                                                                                                              |   
|Item 14    | Principal Accountant Fees and Services                                                                       | 86
|           |                                                                                                              |   
|Item 15    | Exhibits and Financial Statement Schedules                                                                   | 87









3



---



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



Available Information



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



Explanatory Note



This Annual Report on Form 10-K has been amended in response to a comment letter dated March 31, 2010 from the British Columbia Securities Commission pertaining to certain portions of the Company's disclosure regarding its Don Beno, Escondida and Yura properties.  In addition, to satisfy its reporting obligations under British Columbia securities laws and regulations, the Company has filed technical reports pursuant to Canadian National Instrument 43-101 "Standards of Disclosure for Mineral Projects" of the Canadian Securities Administrator with respect to its Don Beno, Escondida and Yura properties under the Company's profile on SEDAR at



PART I



ITEM 1.            BUSINESS



BUSINESS DEVELOPMENT



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



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



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



4



---

Subsidiaries



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



Transfer Agent



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



RECENT DEVELOPMENTS



April 2009 Reverse Stock Split



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



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



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



Certificate of Change to Authorized Capital



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



CURRENT BUSINESS OPERATIONS



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



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



|Location             | Project | Exploration Target     | Concession Acres |               
|-------------------- | ------- | ---------------------- | ---------------- | --------------
|Sonora, Mexico       |         | The Las Animas Project |                  | Gold, Copper  
|Chile, South America |         | The Costa Rica Project |                  | Gold, Copper  
|Chile, South America |         | The Escondida Project  |                  | Gold, Platinum
|Chile, South America |         | The Rio Sur Project    |                  | Gold, Copper  
|Chile, South America |         | Don Beno Project       |                  | Gold, Copper  
|Peru, South America  |         | The Yura Project       |                  | Gold          
|                     |         | Total Net Acreage:     | 39,056           |               





5



---

MINERAL PROPERTY ACQUISITION AGREEMENT



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



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



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



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



Impairment of Certain Acquisition Costs



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



Don Beno Property, Copiapó, Chile



The Don Beno property is the subject of a technical report entitled "43-101 Technical Report on the Don Beno Project, Third Region, Copiapo, Chile" (the "Don Beno Technical Report") dated March 1, 2010 and prepared for the Company pursuant to National Instrument 43-101 "Standards of Disclosure for Mineral Projects" of the Canadian Securities Administrator ("NI 43-101") by John Hiner, Licensed Geologist.  A complete copy of the Don Beno Technical Report is available on the Company's profile on SEDAR at



Property Description and Location



The Don Beno Project is located approximately 110 kilometers south-southeast of the industrial city of Copiapo, which is approximately 450 kilometres north of the capital city of Santiago.



The Mining Code of Chile guarantees the owner of mining claims the right-of-access to the surface area required for their exploration and exploitation. This right is normally obtained by a voluntary agreement between the mineral claim owner and the surface owner. The mining company may obtain the Rights of Way (Servidumbre) through the civil court system, if necessary, by agreeing to indemnify the surface owner for the court-determined value of the surface area.





6



---

Claims and Title at Don Beno



The Don Beno Project consists of 7,100 hectares of exploration claims staked by Gareste.   Property boundaries are located by UTM coordinates and the corners are secured by concrete monuments.  Zoro holds a 100% interest in the property.



Zoro completed a purchase of a 100% interest in the Project through a Mineral Asset Acquisition Agreement dated May 7, 2007.  Under this agreement Zoro incorporated its Chilean subsidiary Zoro Chile Ltda. and obtained interests in six separate properties in Chile and Peru, and in return a number of Zoro shares and warrants to purchase shares were issued to the vending group. There is no royalty attached to the property.



Don Beno Claim Map





Mineralization



IP surveys, geologic mapping, and limited drilling have been conducted at Don Beno.  To date, sporadic and low grades of copper, gold and silver have been identified, and are associated with disseminated pyrite and veinlets of quartz-calcite with pyrite.  The disseminated pyrite is hosted in a variety of rock types ranging from Cretaceous metasedimentary rocks to coeval intrusive and extrusive volcanic rocks.



Reconnaissance mapping indicates that virtually all the rocks on the property have been subjected to propylitic alteration, with local overprints of silicification, disseminated sulphide, and structurally-controlled potassic alteration.  In addition, a distinct relationship of epidote-chlorite alteration associated with hematite/magnetite has been noted in several areas of the property. Sodic and sodic-calcic alteration assemblages have been identified, as exemplified by the presence of secondary albite, scapolite, actinolite, and rarely clinopyroxene.  The author of the Don Beno Technical Report, Mr. Hiner, confirmed the presence of these minerals in the field.



Environmental Issues in Chile



The following summary is based upon Chile's Environmental Law 19.300 and the Regulations regarding environmental impact studies.





7



---

Chile's environmental law (Law N° 19.300), which regulates all environmental activities in the country, was first published on March 9th, 1994. An exploration project or field activity cannot be initiated until its potential impact to the environment is carefully evaluated. This is documented in Article 8 of the environmental law and is referred to as the Sistema de Evaluación de Impacto Ambiental (SEIA).



The SEIA is administered and coordinated on both regional and national levels by the Comisión Regional del Medio Ambiente (COREMA) and the Comisión Nacional del Medio Ambiente (CONAMA), respectively. The initial application is generally made to COREMA, in the corresponding region where the property is located, however in cases where the property might affect various regions the application is made directly to the CONAMA. Various other Chilean government organizations are also involved with the review process, however most documentation is ultimately forwarded to CONAMA, which is the final authority on the environment and is the organization that issues the final environmental permits.



There are two types of environmental review; an Environmental Impact Statement (Declaración de Impacto Ambiental, or "DIA"), and an Environmental Impact Assessment (Evaluación de Impacto Ambiental, or "EIA"). As defined in the SEIA, a Declaration (DIA) must be prepared prior to starting detailed drilling for a mining project (defined as the stage of reducing "uncertainty" in the quantification of mineral resources and for purposes of defining a mining plan). The regulations provide an exemption from the need to prepare a DIA during the "exploratory stage" when the extent of the orebody is being determined. A DIA is prepared in cases when the applicant believes that there will be no significant environmental impact or social controversy as a result of the proposed drilling and advanced exploration activities. The potential impacts include areas such as health risks, contamination of soils, air and/or water, relocation of communities or alteration of their ways of life, proximity to "endangered" areas or archaeological sites, alteration of the natural landscape, and/or alteration of cultural heritage sites. The DIA will include a statement from the applicant declaring that the project will comply with the current environmental legislation, and a detailed description of the type of planned activities, including any voluntary environmental commitments that might be completed during the project.



In the case of Don Beno; the project is located in an isolated setting far from any significant population, and a Declaration (DIA) is not required at the present stage of exploration whereby the existence of potentially economic mineralization or an ore body is still being determined by phased exploration efforts. For any detailed drilling phase, a DIA will be required. A full Environmental Impact Study (EIA) will only be required in connection with permitting process when the project moves forward to approval for construction. The EIA report is much more detailed and includes a table of contents, an executive summary, a detailed description of the design of the project facilities and operating parameters, a program for compliance with the environmental legislation, a detailed description of the possible impacts and an assessment of how they would be dealt with and repaired, a baseline study, a plan for compensation (if required), details of a follow-up program, a description of the EIA presentation made to COREMA or CONAMA, and an appendix with all of the backup documentation. Once an application is made, the review process by COREMA or CONAMA will take a maximum of 120 days. Question and answer cycles typically delay this process. After the basic environmental approval is given a number of construction/operating permits may be granted by the appropriate authorities allowing the mine development and facilities construction to commence. If, however, COREMA or CONAMA comes back with additional questions or deficiencies, an equal period of time is granted to the applicant to make the appropriate corrections or additions. Once re-submitted and a 60 day period has elapsed, if no further notification from COREMA or CONAMA is received, the application is assumed to be approved.



The Don Beno project is expected to have minimal impact on any existing community or significant environmental parameter. No towns or populated areas fall within the boundaries of the property and the nearest significant community is Copiapo, which is about 100km to the north. The area in the vicinity is sparsely populated at best, and in general the local residents have a long history of subsistence living from transient goat herding and very small scale mining of narrow gold-bearing veins. In general the local communities have a very favorable attitude towards mining, particularly in terms of the possibility of future employment.



Environmental Liability atDon Beno



There is no record of any exploration work, other than that detailed in this report, having been performed in this area in the past.  There are a few miniscule prospect pits that explore surface copper oxide occurrences, small quartz veins, and iron-altered zones, but not tunnels or shafts of any consequence.  Because there is no requirement by the Chilean regulatory agencies regarding the reclamation of such workings by subsequent lessees, there is no known environmental liability associated with the claims.



Permits



Permits for exploration and development are administered by the Chilean National Geological and Mining Service (SERNAGEOMIN).  Environmental compliance is assured via the offices of the National Environmental Committee (CONAMA).  Claim titles are recorded at the local Mining Conservator in Copiapo (Conservador de Minas).





8



---

Surface exploration and reconnaissance drilling as proposed by Mr. Hiner does not require permits under Chilean mining and environmental laws



Access, Climate, Local Resources, Infrastructure and Physiography



The small industrial city of Copiapo, 65 kilometers to the north northeast, is the closest community to the Don Beno Project.  Copiapo is the capital of Region 3 (the Atacama Region), and the province of Copiapo. Copiapo has a diversified economy, but mining is the principal activity.



Location Map - Don Beno





The property is accessible via Pan American Route 5.  Travel south from Copiapo about 75km to provincial highway C-439, a maintained gravel and dirt road. Turn east on C-439 and proceed about 26 km to the central part of the property, which the road crosses.  Travel time is about 1.5 hours.  A four-wheel drive vehicle is not necessary, but recommended.



Climate in the area is typical of the Atacama region.  The area is known for its dry conditions, and rainfall is rare. It is a relatively cool, arid area and is occasionally subject to heavy fogs.  Because of its location between low coastal mountains and the high Andes inland, the region is meteorologically anomalous.  Summer temperatures average only 180 C, and winter low temperatures can be as low as 50 C.  Due to the temperate climate, work on the property can be done year round.



Elevations on the property range from 900 to 1400 meters above sea level.  Topography is moderate, and all areas of the property are easily accessible by vehicle or on foot.  Vegetation is minimal due to the extremely arid climate in the Atacama region.



The closest source of supplies and materials is Copiapo.  An industrial city with a long mining history, it is an excellent source for dried goods and consumables, various services, and an experienced work force is available.  Numerous hotels and restaurants provide a variety of food and lodging capabilities.



Power is available about 30 km west of the property.  Water is available in Copiapo or at the Candelaria mine, about 65km and 40km to the north respectively.





9



---

History



Little is known of the early prospecting or artisanal production from the Don Beno property.  Artisanal miners explored the area, and made numerous cuts and prospect pits, but no sustained mining took place.



In 1973 Placer Inc. conducted regional exploration activities, and examined a skarn occurrence that occurs near the eastern part of the Don Beno property.  Phelps Dodge examined the area as part of a skarn exploration program in the 1980's.  From 1990 through 1995 Phelps Dodge drill-delineated a small porphyry copper deposit about 10km southwest of Don Beno.



The entire area has been the locus of substantial exploration in the last ten years.  The Don Beno property abuts a large property position held by SAMEX Mining Corporation to the west.  To the south the Don Beno property is bounded by the IPBX Resources gold property. Both properties were explored in the late 1990s and early 2000s, but both properties are currently inactive.



Gareste began staking and acquiring claims in the Don Beno area in 2007, and by late 2008 had acquired and consolidated the claim package that was vended to Zoro.  The Company has no knowledge of any prior claimants in the area.



Geological Setting



Regional Geology



This portion of central Chile has a complex history with a Jurassic magmatic arc developed in the Coastal Range, progressing through a backarc sedimentary platform to the east.  During the early Cretaceous an "aborted marginal basin" formed to the east of the arc, through which large volumes of andesites and basalts were erupted.  Progressive deformation in the mid Cretaceous of the basinal volcanic formed the Aconcagua thrust fold belt.  This occurred in conjunction with an eastward migration of magmatism during the Cretaceous and Tertiary.  Andean deformation extended eastward for over 1000kms in this region indicating a shallow dipping Benioff zone.



Marine transgression and volcanism are represented in this area by the Cerrillos Formation or its equivalents.  Volcanism was both subaerial and submarine in nature.  During the early Jurassic volcanism, large granitic to gabbroic plutons of the Mincha Superunit were emplaced in the coastal regions.  Later uplift caused a shift to dominantly subaerial conditions resulting in pervasive burial metamorphism as the marginal basin was filled with conglomerates, lavas and limestones.  At the beginning of the Late Cretaceous the marginal basin rocks were intruded by granodioritic plutons of the Illapel Superunit, and this magmatic activity continued to the Miocene.  This magmatic and volcanic activity moved progressively farther east during this time as a result of the shallow dipping Benioff zone.



Continuing uplift to the east created the high Andes during the Miocene to Recent time.  Concomitant erosion and transport of the erosional products resulted in the deposition of the Atacama gravels, which blanket the peninsular region of Chile.



Property and Local Geology



The Don Beno property is underlain by Cretaceous metasedimentary and metavolcanic rocks that have been intruded by multiple small intrusive rocks of dominantly intermediate composition.



The eastern half of the property is dominated by andesitic flows, agglomerates, flow breccias, and tuffaceous units assigned to the Cerrillos Formation that have been intruded by irregular bodies of granodiorite appearing as sills, dikes, and small intrusive masses.



The western half of the property is underlain by Cretaceous marine sedimentary and metasedimentary rocks of Chanarcillos Group, (which includes the Pabellon, Totoralillo, Nantoco, and Abundancia Formations), and the younger Cerrillos Formation.  The rocks range in composition from massive limestone to siltstone and sandstone beds.  Where contact metamorphosed, the rocks have been converted to hornfels and marble.   The Chanarcillos Group consists largely of marine limestone and cherty limestone.  The Chanarcillos Group and its temporal equivalents (the Bandurrias Group - terrestrial volcanic, volcaniclastic, and sedimentary rocks) are the host rocks for the prolific silver deposits of the Chanarcillo District and the Candelaria copper gold mine, 13km and 45 km north of Don Beno, respectively. Rock units within the Chanarcillos Group that are exposed at Don Beno include the Pabellon Formation, which is made up of calcareous siltstone to cherty limestone units with common intercalations of very fine-grained arenaceous units.  Unnamed units that are possibly the Totarillo and Nantoco equivalents are also exposed, but poor exposure and fault contacts make reliable identification difficult.



All of the sedimentary and volcanic units have been intruded by thick granodiorite and diorite/gabbro sills up to 100m thick, and smaller, irregular granodiorite stocks.  Younger quartz monzonite, granodiorite, and diorite dikes ranging in width from 1 to 20m intrude all of the earlier rock types.  Quaternary terrace gravels, slope talus, and alluvium cover large parts of the property, particularly in the vicinity of deeply incised arroyos or quebradas.





10



---

Deposit Types



The principal metals of interest at Don Beno are gold and copper.  The exploration conducted to date by Zoro has concentrated on the identification and drill-testing of geochemical and geophysical anomalies that would be indicative of porphyry copper style mineralization.  In its simplest form, this deposit type involves the occurrence of copper minerals, usually chalcopyrite, disseminated within an intrusive rock.  The copper minerals generally occur with pyrite, and is the type of occurrence that lends itself well to geophysical techniques such as induced polarization and resistivity surveys, which are used to delineate high sulphide (and thus electrically conductive) rock masses within reach of the drill.  Because northern and central Chile has long been a locus of porphyry copper exploration, initial work by Zoro was aimed at delineating IP anomalies within or adjacent to the intrusive rocks that underlie part of the property.  Subsequent core drilling on known IP/resistivity targets appears to severely diminish the porphyry copper potential of the property.



Re-evaluation of exploration results led Zoro geologists to reconsider the property's potential for hosting a different type of mineral occurrence, particularly given the geologic and geochemical setting and the property's location in Chile.  Iron oxide-copper-gold deposits (IOCG) are a recently-recognized class of hydrothermal ore deposit that has become the focus of exploration in many areas, in particular the 3rd region of Chile. IOCGs occur in a variety of geological settings around the world.  Their mode of origin remains controversial, but they appear to be replacement style deposits.  Typical features of IOCG deposits include:



1. Copper-gold sulphide mineralization typically occurs with large concentrations of iron oxide minerals; mainly magnetite and hematite, as opposed to iron sulphides.
2. IOCG deposits tend to be localized along subsidiary structures related to major, crustal-scale fault systems and are associated with widespread hydrothermal alteration.
3. IOCG deposits appear to replace the host rock in which they are found.
4. Sodic alteration and a complex suite of pathfinder elements are common, and may include cobalt, rare earth elements, and uranium, among other elements.



Numerous examples of IOCG deposits in the 3rd region include presently or formerly operating mines such as Candelaria, Punta del Cobre, Manto Verde, Mantos Blancos, and the recently discovered Relincho deposit.  The Cretaceous metasedimentary rocks at Don Beno are the host rocks at Candelaria and Punta del Cobre.  The Chilean IOCG deposit types form a north-south trending belt that extends from near Antofogasta in the north to near La Serena in the south.  The best known of the IOCG deposits in the Chilean belt are centered in the 3rd region, in the general vicinity of Don Beno.



The recognition of IOCG characteristics at Don Beno, such as low titanium, high iron, and elevated trace element chemistry, and widespread sodic-calcic alteration, has led Zoro to reconsider its exploration program and objectives.  IOCG deposits are generally characterized by sulphide-deficient low titanium magnetite and/or hematite breccias, veins and lenses of hydrothermal origin with polymetallic enrichments (Cu, Au, Ag, U, REE, Bi, Co, Nb, P), and therefore do not generally respond to the geophysical techniques utilized in porphyry copper exploration.  Instead, the diagnostic features of IOCG deposits include field recognition of regional calcic-sodic alteration overprinted by focused potassic and iron-oxide alteration, and the coincidence of aeromagnetic, ground magnetic, and gravity highs.  The association of uranium and thorium in many IOCG deposits has led to the use of radiometric surveys as well.  However, the Chilean IOCG deposits are not enriched in uranium, and only locally contain elevated rare earth elements. In addition, trace element geochemistry has been successful utilized in exploration at Manto Verde and Mantos Blancos.  Companies have successfully utilized proprietary chemical ratio techniques, radiometric surveys, and subtle trace element patterns to substantiate geophysical targets and fine-tune drilling programs.



Mineralization



Gold, silver, and copper mineralization identified by fieldwork and drilling to date is sporadic and limited to narrow zones in areas where IP surveys generated geophysical anomalies.  The style and mode of precious metal mineralization does not appear to be related with any porphyry system event. The intensity of alteration generally associated with a porphyry copper deposit (argillic, phyllic, and potassic alteration over wide areas) is not present at Don Beno, although limited hydrothermal evidence exists that indicates a modest mineralizing system is present in the area investigated to date.  None of the work done to date has successfully identified copper gold mineralization that could be construed to be of a size and tenor to suggest an orebody could be developed.



Mapping and sampling suggest a strong relationship at Don Beno of epidote-calcite-chlorite alteration with hematite and magnetite.  Further, limited trace element geochemistry suggests the iron minerals are titanium deficient.  Sodic alteration is present and is manifested by the presence of sodic feldspars, scapolite, and sodic amphiboles and actinolite.





11



---

Samples taken by Mr. Hiner are sulphur deficient but anomalous in Sr, P, Fe, Co, Ni, Ca, and Bi, and enriched in Na and Ca.  The chemistry, although not confirmatory, is indicative of the type of trace element chemistry associated with IOCG deposits.



Exploration



In 2007, three reverse-circulation holes were drilled by Gareste.  Two holes were drilled to test for downdip extensions of mineralization encountered in drillholes on the adjacent SAMEX property to the west and a third hole was drilled adjacent to a copper prospect on the Don Beno property.  Geochemically anomalous amounts of gold and silver were encountered in holes 1 and 2.  The third hole encountered no mineralization because it was drilled in the footwall of a mineralized fault and did not cross the mineralized zone.



In early 2008, Zoro engaged geologic consultant Michael Fox to conduct geologic mapping to evaluate the potential for intrusive rocks at Don Beno to host porphyry copper type mineralization.  The mapping was done on a reconnaissance basis. In his summary he postulated that faults he interpreted as subsidence structures provide evidence for down dropped blocks that could host a blind porphyry at depth in a caldera relationship.  Fox also noted that "widespread propylitic alteration is present in all areas of the property mapped to date, but more intense hydrothermal alteration typically associated with porphyry centres has not yet been identified."  Fox observed property-wide epidote-carbonate-chlorite alteration, and a consistent relationship of calcite with hematite/magnetite.  Fox took 30 samples, which were analyzed at Viga Laboratories in Copiapo for Cu, Mo, Ag, Pb, Zn, and As, but no trace element chemistry was undertaken.



A geophysical program was conducted at Don Beno in 2008.  Hydrogeophysics Inc., a Tucson-based geophysical contractor, engaged in substantial IP/Resistivity surveys.  By the end of 2008, the company had completed 12 survey lines totalling 63 km.  Ground magnetic surveys were run concurrently along 5 of the IP lines.  Several strong near-surface IP anomalies were detected, which encouraged Zoro to engage in additional surface work followed by core drilling.  Hydrogeophysics Inc. summarized their work about halfway through their program at 33 line-kilometers.



Subsequent geologic mapping and drilling of the IP anomalies ascertained that most of the sulphide detected was pyrite.  Low and sporadic values of copper and gold were encountered in narrow zones within the pyrite occurrence. Later mapping indicated that surface evidence of disseminated pyrite was present in numerous rock types and that IP anomalies were largely derived from variable concentrations of disseminated pyrite.



As a complement to the geophysical work, Zoro retained geologic consultant Eberhardt Schmidt to map the geology of the part of the property in the vicinity of the IP surveys, an area of about 47km2.  Schmidt's mapping results were consistent with the IP anomalies, in that disseminated pyrite casts were mapped in surficial rocks underlain by IP highs that were subsequently drill-tested.



Schmidt, working with assistants, also oversaw a soil sampling program, which was designed to test the soil geochemical response to potential underlying mineralization.  Geochemical soil sampling surveys covered a portion of the Don Beno property during the period April to June 2008.  Samples were collected on a 200 m grid and analyzed for Cu, Mo, As, Ag, Sb, Pb, and Zn at Viga Labs in Copiapo.  Results indicated small, inconsistent +100ppm Cu values that are likely related to wide-spaced siderite-chalcedony veins that locally exhibit copper oxide staining in an otherwise unmineralized granodiorite and andesite terrain.  The other elements analyzed as part of this program returned low and inconsistent values with no discernible pattern.



Zoro contracted Perfo Andes, a local drilling company, to conduct a core drilling program at Don Beno.  The program was initiated in July 2008 and was designed to test the various IP anomalies detected by the geophysical surveys.  Eight holes were completed, ranging in depth from 10 to 700 m.  A total of 1,960 meters was drilled.  Results of core logging and geochemical analysis indicate the presence of abundant pyrite in sedimentary rocks and to a lesser extent in underlying volcanic and intrusive rocks.



Drilling



A total of 10 holes have been drilled on the property: three reverse circulation holes by Gareste in 2007, and eight core holes by Zoro in 2008.



2007 Drill Program



2007 - Drillhole PDB-1.  Because the carbonaceous unit dips easterly beneath the Don Beno property, Gareste drilled an RC hole in 2007 to test for the occurrence of the carbonaceous unit and to determine the extent of gold mineralization, if any.  A total of 381 meters was drilled in a -70o W angle hole.  A black carboniferous unit was encountered from 280m to 364m.



2007- Drillhole PDB-2.  A second RC hole was drilled about 4km NE of PDB-1.  The hole was drilled due east at -70o for a total of 354m.  The hole was apparently not logged, but samples were split and assayed.





12



---

2007 - Drillhole PDB-3.  A third RC hole was collared adjacent to a prospect known locally as the Volka Mine.  The prospect is a small prospect sited on an oxide copper occurrence in a fault zone.  Unfortunately the hole was sited in the footwall of the fault zone and drilled at about the same angle as the fault dip, thus never crossed the target structural zone.



Samples from the 2007 RC program were split three ways.  One split was sent to Viga Labs in Copiapo for ICP-AA analysis, one split was sent to Jacobs Assay Office in Tucson for fire assay, and one split was retained and stored at a rented facility in Copiapo.  Jacobs analyses revealed ubiquitously low gold and silver values.



Silver values in Jacob's fire assays are at or below detection limits, whereas ICP-AA methods detected geochemically anomalous but low silver. Copper is also anomalous, but the highest values are in the hole drilled adjacent to a structure, not across it.  In the opinion of Mr. Hiner, the RC drilling method and the potential for sample contamination raise serious concerns as regards the accuracy of precious and base metals assay results.



Noteworthy among the RC analyses and assays are the anomalously low sulphur, titanium, and tungsten values, and elevated cobalt, iron, and phosphorous values.  Although these values are not reliable in respect of drilled or sampled intervals, they are indicative of the geochemistry of the rock sequence drilled.



2008 Drill Program



The encouraging results of the geophysical program led to a drill program to test the strong IP anomalies delineated by Hydrogeophysics Inc.  Eight core holes were drilled by contractor Perfo-Andes under contract to Zoro from July 2008 through September 2008.  Hole depths ranged from 10 to 700 m and a total of 1960 meters was completed.



Hole DB-1 (365,017E 6,907,504N: -90o).  Sited to test a strong near-surface IP anomaly on Lines 1 and 3 in Quebrada Majada Principal, the hole penetrated 22m of oxidized calcareous siltstone and then intersected a sequence of black calcareous siltstone cut by granodiorite dikes and sills, all containing 1-2% pyrite and pyrrhotite.  No copper minerals were observed.  The hole was stopped at 333m in very firm, unaltered granodiorite porphyry that contains trace amounts of disseminated pyrite.



Hole DB-2 (368,869E 6,910,735N: -90o).  Both DB-2 and DB-3 tested a strong near-surface IP anomaly on Line 9 in Quebrada Garcia within an area of abundant surficial iron-oxide staining.  Hole 2 penetrated bleached and oxidized andesite agglomerate to 16m and then continued in andesite agglomerate before bottoming at 116m in strongly silicified granodiorite.  The andesite agglomerate contains 3-5% disseminated pyrite and pyrite clusters, commonly associated with epidote veinlets.  Locally, there are steeply dipping seams of fragmental granodiorite with a pinkish-gray blotchy matrix (probable K-spar alteration) accompanied by disseminated epidote.



Hole DB-3 (368,995E, 6,910,590N: -60o @bearing 305o).  Hole DB-3 is located 200m southeast of DB-2, and also penetrated andesite agglomerate containing up to 3% disseminated pyrite to 75m depth.  The hole then entered silicified granodiorite that contains epidote-pyrite veinlets and 2-3% disseminated pyrite.  The hole was ended at 150m in granodiorite breccia with irregular epidote clasts.



Hole DB-4 (367,795E 9,910,866N: -60o @ bearing145o).  This hole tested an IP anomaly located on Line 4 beneath a limestone ridge.  The hole penetrated a variable sequence of cherty limestone and balck silty limestone, locally containing up to 3% very fine-grained pyrite distributed in thin <1mm lamellae.  Black sooty carbonaceous siltstone containing 3% pyrite occurs near crosscutting dacite dikes.  The hole bottomed in a dacite sill that contains up to 3% disseminated pyrite.



Hole DB-5 (369,099E 6,911,292N: -60o @bearing 252o).  This hole was located to test an extensive area of iron oxide-stained andesitic rocks near Quebrada Garcia.  The hole was collared in propylitically altered andesite flows containing 1-4% disseminated goethite and iron-oxides in boxworks and casts after pyrite.  The hole penetrated an alternating succession of oxidized andesite flows and diorite dikes to 47m, and then intersected andesitic agglomerate containing finely disseminated epidote with traces of pyrite.  The hole remained in agglomerate with occasional diorite dikes until the hole was suspended at total depth of 110m.



Hole DB-6 (367,299E 6,910,894N: -60o @bearing 145o).  Sited to test a deep IP anomaly on Line 11, the hole was collared in dense cherty limestone and silicified siltstone.  Due to miscommunication the hole was stopped at 10.5m, and the rig moved.  This location was not further tested.



Hole DB-7 (367,111E 6,911,013N: -60o @ bearing 355o).  This hole tested a deep IP anomaly on Line 8 beneath a +400m thick diorite sill.  The hole collared in very firm fine-grained diorite exhibiting abundant brecciation at its base.  Beneath the sill at 453m, the hole intersected an alternating sequence of black calcareous siltstone, clastic interbeds, and occasional massive limestone units tentatively assigned to the Nantoco Formation.  The hole was ended at 700m in finely laminated calcareous siltstone with 1-3% very finely disseminated pyrite.





13



---

Hole DB-8 (368,632E 6,910,202N: -60o @bearing 300o).  A strong IP anomaly detected on Line 4 in Quebrada Garcia was tested by Hole DB-8.  Located 600m southwest of DB-2, the hole was collared in oxidized siltstone and penetrated an alternating sequence of calcareous siltstone and sandstone containing 1-3% disseminated pyrite.  The hole ended at 292.5m in a sedimentary breccia that contains 2%pyrite.



Assays



Due to lack of funding, no other assay work was completed. However, the best intervals were selectively sampled by Schmidt and found lacking.  It is the opinion of Mr. Hiner that additional sampling of marginal mineralization would not substantively change the mineral potential in the zones where IP anomalies were targeted.



Conclusions from Drilling Programs



2007 Drilling



Results from three 2007 reverse circulation holes drilled by Gareste encountered only geochemically anomalous base and precious metal values.  Rotary holes PDB-1 (RC-1) and PDB-2 (RC-2) bottomed in carbonaceous sedimentary rocks, according to Zoro personnel.  Assay results are all low in gold and silver. In multi-element analysis, samples from the drill holes exhibit affinities to the trace element chemistry commonly associated with Chilean type IOCG type deposits.  In particular the elements cobalt, copper, phosphorous, and to a lesser extent cesium are elevated, and sulphur and titanium are low.  Although not conclusive, the trace element chemistry is more supportive of an IOCG mode of occurrence than a porphyry copper occurrence.



2008 Drill Program



The 2008 core program tested several IP anomalies, all of which appear to be generated by disseminated and veinlet-controlled pyrite occurrences in a variety of volcanic, intrusive, and sedimentary rocks.  Only minor amounts of copper, gold, and silver were reported in assays taken from drill core in zones associated with the pyritic material. The best intervals were assayed, and returned sporadic and low results in narrow zones.



Sampling Method and Approach



Rejects and pulps from the 2007 drill program conducted by Gareste were discarded by the laboratory and thus unavailable for examination.  Residual samples and splits from 2007 RC drilling were also unavailable due to a storage dispute.



Sample pulps and rejects taken by Michael Fox were unavailable to Mr. Hiner.  Fox took 125 rock chip samples from outcrops during reconnaissance mapping activities, of which 39 were submitted for multi-element analysis to Viga Labs.  Due to lack of funding, only 25 samples were assayed by Viga Labs. According to his interim report, which Mr. Hiner reviewed, the objective of his mapping and sampling was focused on the evaluation of the potential of intrusive rocks at the property for hosting porphyry copper type mineralization.  Fox made detailed notes about location, rock type, alteration, structure, and mineralization at each sample location. Samples were collected on a reconnaissance basis, and sample density is very low, as Fox examined approximately 80 square kilometres during his mapping effort.  Sample sites were not tagged in the field, but Mr. Hiner visited and sampled three outcrops noted by Fox. The field and geologic observations of Mr. Hiner agree with Fox, but Mr. Hiner's copper assay values are higher than Fox reported, whereas silver values generally agree.



The 2007 drill program was conducted using reverse circulation methods.  Due to sampling inefficiencies related to the method of drilling, the RC program's results as regards precious metals should be discounted.



Ground magnetic studies undertaken by Hydrogeophysics personnel were conducted to industry standards. The field instrument used is a GSM-19W magnetometer.  Base stations were established, calibrated, and checked in the morning, at noon, and at the end of the day.  Mr. Hiner accompanied the geotechnician on part of one survey line, and was satisfied with the methodology, and believes the results are valid.  No physical samples were created by the geophysical work.



Geologic mapping by Schmidt was field checked by Mr. Hiner and found to be accurate.



Soil sampling was observed in progress, and soil sample stations were later checked for consistency of sample horizon, pit depth, and sample size.  Mr. Hiner believes the methodology was good, and sample security measures were adequate to provide a reliable sample to the laboratory.  Results of the soil program noted erratic anomalies with no discernible pattern.  It is Mr. Hiner's judgment that the soil sample results track local, narrow veinlet mineralization of little to no interest.





14



---

The 2008 drill program was conducted under the supervision of independent consultant E. Schmidt.  Core logging and sampling by Schmidt were observed by Mr. Hiner and carried out to industry standards.  Core recovery was good.  Sample security was adequate to ensure a representative sample was delivered to the laboratory.    However, due to funding limitations, only narrow zones of visibly mineralized material was split and sampled.  The samples are thus not representative of any larger mass of rock. Further, because sampling was selective, the zones that were sampled do not represent true thicknesses or any zones other than the material in the narrow zones that were sampled. It was evident from low drill assay results from selectively sampled core that disseminated sulfides bodies as defined by IP/resistivity studies and encountered by core drilling do not constitute the target at Don Beno. Due to the overall low results, Mr. Hiner saw no reason to verify drill results.



Mr. Hiner took eight 2kg rock samples of altered volcanic rocks, sedimentary rocks, and intrusive dikes and sills. The samples were collected in 10 mil plastic bags, noted by sample tag and felt marker, and sealed with plastic zip ties.  The sample locations were noted by GPS location, and photographs of the sample area were taken.  The eight samples taken by Mr. Hiner are representative of silicification, iron-stained, and mineralized zones found in altered intrusive rocks, metasedimentary rocks, and volcanic extrusive rocks.  Mr. Hiner attempted to sample obviously altered rocks in order to determine both precious metal content and the trace element content of mineralized or altered rocks.  The samples are thus visually biased toward mineralized material, and are not representative of either the country rock in the area, and may not be representative of mineralization, if any, which may occur at depth in the area.  Brief descriptions of these samples are set forth below.



Samples by Author of Don Beno Technical Report



|Sample No. | Length | Rock Type                 | Alt + Minl                              
|---------- | ------ | ------------------------- | ----------------------------------------
|527001     | 12m    | Fg granodiorite           | CuOx dissem -chrys+malac                
|527002     | 15m    | Frac'd granodiorite       | Chrys, neot, cal, ep, chl               
|530001     | 1m     | Andesite                  | Lim + si, com feox,mnr ser+/-py         
|530002     | Dump   | Screened fines-limest     | Feox, si, in 3m shear zone              
|530003     | 3m     | Vein in limest            | Hvy feox, lim, hem,mnr chrys,mnr Mo     
|530004     | 4m     | Silica flooded zone       | Hvy feox,lim, mag,                      
|723001     | 2m     | Granodior dike            | Si, fe stn, tr py, indist. Bxwk, trc mag
|723002     | 1m     | Vein/silic zone in limest | Feox, cuox,cpy, com chl +gar            



Mr. Hiner did not attempt to sample unmineralized rocks.



Sample Preparation, Analyses and Security



2007 Drill Program



Samples from Gareste's 2007 RC drilling were bagged in 2 meter intervals on site in 12 mil plastic bags and sealed with plastic zip ties.  Sample intervals were noted by black felt marker and delivered daily to Viga Labs in Copiapo.  Viga Labs split the samples using a Jones Riffle Splitter.  One half of the split sample was sent to Jacobs Assay Lab in Tucson for fire assay, and the other half was sent to ALS Chemex in La Serena for ICP analysis.



Jacobs Assay Lab prepared the samples as follows:

1. samples as received were dried and ground to 90% -100m.
2. All samples were placed in a rolling cloth and mixed a minimum of 24 times before sampling.
3. Standard fire assay procedures were utilized using 1/2assay ton charges.  Gold and silver were determined gravimetrically and reported in grams per metric ton.
4. Copper and arsenic assays were obtained using 1⁄2 gram samples.
5. 1⁄2 gram samples were digested in Aqua Regia, raised to 200ml, and analyzed via Perkin Elmer atomic absorption.
6. Copper and arsenic were reported in percent.
7. Jacobs placed internal standards and blanks randomly throughout the analysis stream.

ALS Chemex prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to  greater than 70% -2mm using a jaw crusher.
2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.





15



---

Michael Fox Samples



Fox collected rock chip samples as part of a reconnaissance commissioned by Gareste.  Mr. Hiner was unable to find tagged sample locations in the field or any sample tags evidencing a sample site, although individual outcrops located by GPS were examined.  Fox's samples were analyzed by Viga Labs in Copiapo using atomic absorption.  The level of security employed by Fox is unknown to Mr. Hiner and Fox could not be reached to obtain additional detail.



2008 drill program



Selected drill core was split by Schmidt and bagged and sealed.  The samples were couriered to Jacobs Assay in Tucson.  Jacobs conducted standard fire assay for Au, Ag, and Cu.  Samples were dried, crushed to greater than 90% -2mm using a jaw crusher.  A 250 gram split is obtained using a Jones Riffle Splitter, and pulverized to greater than 85% -75microns using a standard ring and puck pulverizer.  A 50 gram split was analyzed by fire assay gravimetric methods for Au and Ag.  An additional 50 gram split was digested in Aqua Regia and analyzed for Cu using atomic absorption.  Zoro engaged independent consultant Schmidt to conduct the logging, splitting, and sampling.  It is Mr. Hiner's opinion that Schmidt exercised all due caution to ensure the independence and security of samples he took and subsequently sent to Jacob's Assay Office.



In respect of Mr. Hiner's samples, no employee, officer, director, or associate of Zoro Mining Corporation was involved in the selection of samples to be taken by Mr. Hiner, involved with the collection of the samples, or the preparation of the samples.



The samples were sealed at the sample site and remained in Mr. Hiner's possession.  The samples were stored in his hotel room until they were sealed and shipped by standard carrier to the ALS Chemex Laboratory in La Serena.  ALS Chemex is a certified assay laboratory under ISO 9001-2000.



ALS Chemex at La Serena prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to  greater than 70% -2mm using a jaw crusher.
2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.



Quality control procedures were employed by Mr. Hiner in the field for the samples collected to ensure that samples are representative of the material sampled.  ALS Chemex maintains a program of internal quality assurance and quality control to maintain and control precision, accuracy, and contamination.  These include the insertion of ALS geochemical standards and blanks into the sample analysis stream and duplicate analyses of both standards and client samples.  Mr. Hiner relied on the laboratory's quality control program to manage precision, reliability, and reproducibility.



It is Mr. Hiner's opinion sample preparation, security, and analytical procedures are adequate for this level of evaluation.  However, future programs to evaluate the Don Beno property should include development of a company-held geochemical standard, and utilization of blanks (geochemically inert material such as silica sand) inserted into the sample stream for submission to the laboratory to ensure and verify the precision and accuracy of the assay results, and to enable detection of contamination.



Data Verification



Geological information for the Don Beno property has been compiled from public and private sources and is dominantly of a geological or geophysical nature.  Selected geochemical results from work by Gareste and consultants Fox and Schmidt were made available and inspected, but only minor duplicate sampling or data verification was undertaken to substantiate field checks of geology, visible mineralization, drill hole locations and core examination.  Fox's sample locations were not tagged and could not be located in the field except by GPS location with an accuracy of +/-3m.



Mr. Hiner is not aware of any quality control measures that may have been used by Gareste geologists in their sampling programs.  Because pulps and rejects from the 2007 RC program at Don Beno were not available, Mr. Hiner could not verify prior results.  The 2007 drilling was conducted using RC drill methods, which are unreliable.



Fox's previous sample locations were not tagged or otherwise visible in the field.  Mr. Hiner visited outcrops noted by Fox that were located by GPS, and sampled three of the outcrops in the same locations.  Geochemical results are comparable; and Mr. Hiner ascribes minimal variations in chemistry to sampling bias by either or both individuals.



Due to the low and disappointing assay results from thin zones encountered in the 2008 drilling, Mr. Hiner did not resample any core.





16



---

Geophysical data was made available to Mr. Hiner and reviewed.  Both raw data and subsequent data reductions were reviewed. Mr. Hiner was present part of the time when the geophysical survey crews were operating in the field.  Mr. Hiner held discussions with field personnel and the chief geophysicist regarding work completed and work in progress.  The quality of field work, data reduction and interpretation appears to be consistent with industry standards, and line-to-line comparisons are verifiable.  However, Mr. Hiner is not a geophysicist and therefore not fully qualified to make judgment as to the quality of the work.



Mr. Hiner was present when consultant Eberhard Schmidt Ph.D. began geologic mapping in the area where geophysical studies were ongoing.  A day was spent with Schmidt examining outcrops, mineral occurrences, and various rock units that would be used in geologic mapping.  Mr. Hiner is personally acquainted with Schmidt, who is an experienced mineral exploration geologist.  Subsequent field checks of Schmidt's mapping and interpretation are consistent with Mr. Hiner's observations.



Soil sampling surveys conducted by Zoro personnel were ongoing during Mr. Hiner's first visit to Don Beno.  The soil programs were managed by geologist T. Worthington under the supervision of E. Marino.  Worthington is an experienced geologist.  Marino is an experienced Chilean geologist whom Mr. Hiner has known for some time.  Marino's experience as Chief Geologist at Candelaria and his substantial exploration background in the 3rd region of Chile have been helpful to Zoro as exploration has proceeded.  Mr. Hiner held numerous conversations with both Worthington and Marino and is comfortable with the experience and attention to detail that both geologists have applied to soil programs at Don Beno.  Soil sample results indicate low and sporadic responses that do not appear to be beneficial for the definition of mineral targets at Don Beno.  Due to the poor geochemical response, Mr. Hiner believes there was no reason to conduct duplicate soil sampling.



Additionally, Marino managed the drill program during the drilling of the last three holes of the 2008 drill program and he logged the core.  Mr. Hiner re-examined core from the first 5 holes in the field with Marino, and agrees with his lithologic, mineral, and structural observations.  Core from the final 3 holes was examined later and compared with logs constructed by Marino, and "quicklogs" (summary core logs) assembled by Schmidt.  Schmidt independently sampled selected intervals of 2008 drill core.  Geologic conclusions and interpretations by both geologists are consistent with observations made by Mr. Hiner.



In particular, Mr. Hiner considers the results from the 2007 program to be generally representative but unreliable for accurate determination of precious metal content, due to the inherently difficult sampling conditions associated with RC drilling. Mr. Hiner did not examine drill cuttings from RC holes drilled in 2007.  In any case, cuttings from 2007 drilling may have undergone additional oxidation or contamination, and the veracity of any check sampling could be suspect.  The drill locations were found and verified in the field.   Mr. Hiner considers the drilling results for 2007 and 2008 to be informative for geologic considerations only.



Mr. Hiner's assay data was checked against field notes to ensure that there were no unusual inconsistencies between Mr. Hiner's reported results and field observations.  Mr. Hiner is satisfied as to the adequacy of sample collection, handling, security, preparation and analytical procedures that have been carried out.



Mineral Processing and Metallurgical Testing



The property is at an early stage of exploration and no Mineral Processing or Metallurgical testing has been carried out.



Mineral Resource and Mineral Reserve Estimate



The property is at an early stage of exploration and no Mineral Resource or Mineral Reserve Estimates have been carried out.



Interpretation and Conclusions



Work to date has concentrated on IP anomalies considered to represent potential porphyry copper targets.  Assay results of limited RC and core drilling are low, sporadic, and associated only with narrow zones within larger masses of disseminated pyrite.  The widespread occurrence of disseminated pyrite found in core, RC cuttings, and in outcrops is notable, but there is no obvious evidence of porphyry copper mineralization or a hydrothermal system strong enough to support a porphyry deposit.  Neither the type nor grade of mineralization or the accompanying alteration is strong enough to suggest a porphyry system is present at Don Beno.  Additional work on porphyry systems is neither warranted nor recommended.



However, trace element chemistry coupled with stratigraphic similarities to Candelaria, and a complex structural and intrusive environment provide a compelling argument for continuing exploration to identify whether or not Don Beno could host an IOCG style copper gold deposit.  The presence of sodic alteration noted by secondary albite and actinolite at the outcrop level overprinted locally by structurally-controlled potassic alteration suggests the environment is permissive for an IOCG setting.  The presence of abundant hematite associated with chlorite and epidote property-wide may be suggestive of IOCG chemistry.  Further, the type of geophysics (IP-resistivity) utilized to date is not the best means of evaluating the property for IOCG style minerals.  It is Mr. Hiner's opinion that drilling to date has been influenced by porphyry copper style exploration methods, and IOCG potential remains to be evaluated. Further, it is Mr. Hiner's opinion that the geology, geochemistry, and alteration discerned to date are more supportive of an IOCG occurrence than a porphyry system.





17



---

Geologic mapping conducted by Schmidt on parts of the property are sufficiently detailed, but was concentrated in areas where IP anomalies were found.  Additional mapping at the same or similar scale is needed on the entire property to complement any interpretations that may be made in the future.  Geochemical data are likewise concentrated in specific areas and additional property-wide sampling is necessary to aid any interpretation of both geologic conditions and for the development of targets.  It is Mr. Hiner's opinion that data collected to date are reliable, but density is insufficient to develop new targets or expand on existing targets.



Recommendations



First and foremost, Mr. Hiner sees no reason to continue exploration at Don Beno for a porphyry copper target.  Second, to accurately evaluate any targets developed during geologic, geochemical, or geophysical programs, core drilling is recommended and the utilization of RC drilling is specifically not advised. To compile sufficient information to evaluate the property's potential to host an IOCG deposit and to adequately guide a drilling program, a detailed mapping and sampling program is recommended.  Additional IP/Resistivity studies should be supplanted with the following geophysical and geologic tools:

1. An aeromagnetic compilation of the entire property
2. Concurrent with the aeromagnetic survey, conduct a radiometrics survey
3. A ground magnetic survey of the entire property
4. Geologic mapping of the entire property at a scale of 1:5,000 or 1:10,000
5. Sufficient geochemical sampling to establish a property-wide trace element distribution



Commercial aeromagnetic data are available for purchase.  The quality of this information should be examined, and if suitable could be purchased to save time and repetition.



Structural analysis coupled with thematic imagery analysis is also recommended to complement the surface and geophysical work. Manipulation and analysis of Landsat thematic imagery will help delineate both structural zones that may control mineralization and the associated alteration that would help define drill targets.  Although the Chilean IOCG deposits are not noted for high U+ or REE presence, a radiometric survey may help define lithologies or structural components, and is easily included if an airborne aeromagnetic survey is conducted.



If the integrated approach successfully indicates suitable and defensible drill targets, a second phase program of drilling is recommended.



Budget Estimate



The recommended exploration program at the Don Beno property is estimated at $241,587 for Phase 1 and $482,900 for Phase 2. The table below provides a breakdown of projected expenditures for the proposed geochemical and geophysical surveys, along with follow-up drilling.



Proposed Budget Phase 1



|Activity                            | Description             | Total     
|----------------------------------- | ----------------------- | ----------
|Geology                             |                         |           
|Geologic Mapping                    | 60days @ $700/day       | $ 42,500  
|Structural Analysis                 | 10days @ $700/day       | $   7,000 
|Landsat Imagery & thematic analysis | Est. $25,000            | $ 25,000  
|                                    |                         |           
|Geochemistry                        |                         |           
|Rock chip sampling                  | 45 days @ $500/day      | $   22,500
|Rock chip analyses                  | 15 smpls/day x 45 x $35 | $   23,625
|                                    |                         |           
|Geophysical Surveys                 |                         |           
|Aeromagnetic Survey                 | 15 days est. $35,000    | 35,000    
|Radiometrics Survey                 | Est. $50,000            | $  50,000 
|Ground magnetometry+report          | 20 days @ $ 700/day     | $  14,000 
|SubTotal                            |                         | $219,625  
|Contingency @ 10%                   |                         | 21,963    
|Phase 1 Total                       |                         | $241,587  





18



---

Proposed Budget Phase 2



|Activity                    | Description                 | Total     
|--------------------------- | --------------------------- | ----------
|Drill Program               |                             |           
|Drill Mobilization Costs    |                             | $  25,000 
|Core Drilling               | 3000 m's x $100/m           | $300,000  
|                            |                             |           
|Geological & supervision    | 35 days @ $700              | $   24,500
|Analyses - rock             | 1500 samples at $35/sample  | $   52,500
|                            |                             |           
|Support                     |                             |           
|Misc. supplies & materials  | Estimate                    | $    5,000
|Food & Lodging, 2 personnel | Estimate 60 days @ $300/day | $  18,000 
|Vehicles                    | Estimate 70 days @ $200/day | $  14,000 
|                            | Subtotal                    | $439,000  
|Contingency @ 10%           |                             | $  43,900 
|Total                       |                             | $482,900  



Escondida Project, Copiapó, Chile



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



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



The Escondida Project is the subject of a technical report entitled "43-101 Technical Report on the Escondida Project, Third Region, Copiapo, Chile" (the "Escondida Technical Report") dated March 12, 2010 and prepared for the Company pursuant to NI 43-101 by John Hiner, Licensed Geologist.  A complete copy of the Escondida Technical Report is available on the Company's profile on SEDAR at



Property Description and Location



The Escondida Project is located 58 kilometers west northwest of the industrial city of Copiapo, which is approximately 450 kilometres north of the capital city of Santiago



The Mining Code of Chile guarantees the owner of mining claims the right-of-access to the surface area required for their exploration and exploitation. This right is normally obtained by a voluntary agreement between the mineral claim owner and the surface owner. The mining company may obtain the Rights of Way (Servidumbre) through the civil court system, if necessary, by agreeing to indemnify the surface owner for the court-determined value of the surface area.



Claims and Title at Escondida



The Escondida Project consists of the Carbonatos 1-3, 6-8, 11-12 and 16-17, which cover 2,050 hectares.  The claims were originally staked in 2006, but have since been surveyed and monumented, and are ready for conversion to mensuras (exploitation claims). All payments to maintain the claims are up to date, which expire January 16, 2011.  Property boundaries are located by UTM coordinates, and the corners are secured by concrete monuments.





19



---



Escondida Claim Map





Zoro completed a purchase of a 100% interest in the Project through a Mineral Asset Acquisition Agreement dated May 7, 2007.  Under this agreement Zoro incorporated its Chilean subsidiary Zoro Chile Ltda. and obtained interests in six separate properties in Chile and Peru, and in return a number of Zoro shares and warrants to purchase shares were issued to the vending group. There is no royalty. A 1km2 mensura in the central part of the claim block covers the area where the processing plant is located.  This mensura was not part of the original Zoro land acquisition, but a subsequent agreement was reached between the parties for the inclusion of both land and pilot plant.



Mineralization



Copper, silver and possible gold was detected in young sedimentary rocks that accumulated in coastal basins as a function of erosion of the Andes.  Based on limited examination and sampling, mineralization appears to be associated with very fine-grained pyrite in a gray, slightly altered limy tuff deposited in a northeast-trending graben in Miocene sedimentary rocks.



Environmental Issues in Chile



A summary of Chile's Environmental Law 19.300 and the Regulations regarding environmental impact studies is included in the discussion of the Don Beno Project above.



In the case of Escondida, the project is located in an isolated setting far from any significant population, and a Declaration (DIA) is not required at the present stage of exploration whereby the existence of potentially economic mineralization or an ore body is still being determined by phased exploration efforts. For any detailed drilling phase, a DIA will be required. A full Environmental Impact Study (EIA) will only be required in connection with permitting process when the project moves forward to approval for construction. The EIA report is much more detailed and includes a table of contents, an executive summary, a detailed description of the design of the project facilities and operating parameters, a program for compliance with the environmental legislation, a detailed description of the possible impacts and an assessment of how they would be dealt with and repaired, a baseline study, a plan for compensation (if required), details of a follow-up program, a description of the EIA presentation made to COREMA or CONAMA, and an appendix with all of the backup documentation. Once an application is made, the review process by COREMA or CONAMA will take a maximum of 120 days. Question and answer cycles typically delay this process. After the basic environmental approval is given a number of construction/operating permits may be granted by the appropriate authorities allowing the mine development and facilities construction to commence. If, however, COREMA or CONAMA comes back with additional questions or deficiencies, an equal period of time is granted to the applicant to make the appropriate corrections or additions. Once re-submitted and a 60 day period has elapsed, if no further notification from COREMA or CONAMA is received, the application is assumed to be approved. The Escondida project is expected to have minimal impact on any existing community or significant environmental parameter. No towns or populated areas fall within the boundaries of the Property and the nearest significant community is Puerto Viejo, a sparsely populated former port which is 10km to the south southwest. The area in the vicinity of the claims is sparsely populated at best, and in general the local residents have a long history of subsistence living from transient goat herding. In general the local communities have a very favorable attitude towards mining, particularly in terms of the possibility of future employment.





20



---

Environmental Liability at Escondida



There is no record of any exploration work, other than that detailed in this report, having been performed in this area in the past.  Existing workings developed by Gareste include small pits and bulldozer trenches concentrated in a small area of the claim block near the pilot plant.  In 2008, a former Zoro joint venture partner cut additional trenches at other locations on the property. Because there is no requirement by the Chilean regulatory agencies regarding the reclamation of such workings by subsequent lessees, there is no known environmental liability associated with the claims.



Permits



Permits for exploration and development are administered by the Chilean National Geological and Mining Service (SERNAGEOMIN).  Environmental compliance is assured via the offices of the National Environmental Committee (CONAMA).  Claim titles are recorded at the local Mining Conservator in Copiapo (Conservador de Minas).



Surface exploration and reconnaissance drilling as proposed by the author of the Escondida Technical Report, John Hiner, does not require permits under Chilean mining and environmental laws



Access, Climate, Local Resources, Infrastructure and Physiography



The small industrial city of Copiapo, 58 kilometers to the east southeast, is the closest community to the Escondida Project.  Copiapo is the capital of Region 3 (the Atacama Region), and the province of Copiapo. Copiapo has a diversified economy, but mining is the principal activity.



Location Map - Escondida









21



---

The property is accessible from Copiapo by traveling 52 kilometers north on Pan American Route 5. Paved and graded gravel provincial highway C-318 leads west from Route 5 to coastal highway C-320, a distance of 15 kilometers.  Travel north on C-320 5.3 kilometers to the property. The roads are all well maintained by the local provincial authorities and accessible via 2 wheel drive vehicles.  Travel time from Copiapo to Escondida is about 1 hour.



There are no accommodations available at Puerto Viejo.  However, adequate supplies and housing facilities are available in Copiapo.



Climate in the area is typical of the Atacama region.  The area is known for its dry conditions, and rainfall is rare. It is a relatively cool, arid area and is occasionally subject to heavy fogs.  Because of its coastal location and proximity to the nearby high Andes inland, the region is meteorologically anomalous.  Summer temperatures average only 180 C, and winter low temperatures can be as low as 50 C.  Due to the temperate climate, work on the property can be done year round.



Elevations on the property range from 30m to 128m. Power is available 10km to the east, where a major north-south high voltage power line runs parallel to Pan American Highway Route 5. Water occurs at shallow levels, generally at one meter or less, and is available on the property.



The closest source of supplies and materials is Copiapo.  An industrial city with a long mining history, it is an excellent source for dried goods and consumables, various services, and an experienced work force is available.  Numerous hotels and restaurants provide a variety of food and lodging capabilities.



History



In 2007, prior to the agreement to vend the property to Zoro, Gareste drilled two reverse circulation rotary holes. Both holes encountered substantial water inflows, rendering sample collection difficult and sample quality unreliable.



Geological Setting



Regional Geology



Central Chile has a complex geologic history with a Jurassic magmatic arc developed in the Coastal Range, progressing through a backarc sedimentary platform to the east.  During the early Cretaceous an "aborted marginal basin" formed to the east of the arc, through which large volumes of andesites and basalts were erupted.  Progressive deformation in the mid Cretaceous of the basinal volcanic formed the Aconcagua thrust fold belt.  This occurred in conjunction with an eastward migration of magmatism during the Cretaceous and Tertiary.  Andean deformation extended eastward for over 1000kms in this region indicating a shallow dipping Benioff zone.



Marine transgression and volcanism are represented in this area by the Cerrillos Formation or its equivalents.  Volcanism was both subaerial and submarine in nature.  During the early Jurassic volcanism, large granitic to gabbroic plutons of the Mincha Superunit were emplaced in the coastal regions.  Later uplift caused a shift to dominantly subaerial conditions resulting in pervasive burial metamorphism as the marginal basin was filled with conglomerates, lavas and limestones.  At the beginning of the Late Cretaceous the marginal basin rocks were intruded by granodioritic plutons of the Illapel Superunit, and this magmatic activity continued to the Miocene.  This magmatic and volcanic activity moved progressively farther east during this time as a result of the shallow dipping Benioff zone.



Continuing uplift to the east created the high Andes during the Miocene to Recent time.  Concomitant erosion and transport of the erosional products resulted in the deposition of the Atacama gravels, which blanket the peninsular region of Chile.  Uplift along the coast is evident by stranded wavecut shoreline features, a prominent peneplain at least 30 meters above mean sea level, and downcut erosional features (drainages, quebradras, and small alluvial fans) that dissect the peneplain.



Property and Local Geology



The coastal lowlands are dominated by young sedimentary accumulations, commonly an intermixture of marine sediments and terrestrial detritus and basin deposits.  Most of these deposits are flat-lying, and were deposited unconformably upon Mesozoic intrusive rocks.  In the area of the claims, two sedimentary units predominate; a Miocene-Pliocene sedimentary sequence of largely clastic rocks, and a thin layer of Quaternary alluvium that blankets the entire area.



The rocks of principal interest at Escondida are the Miocene-Pliocene sequence. This sequence, called the Bahia Inglesa Formation, comprises a thick package of flat-lying marine, litoral, and terrestrial sedimentary clastic rocks, commonly fossiliferous and semiconsolidated.  The formation is noteworthy for extremely rapid lateral and vertical facies changes.  A basal conglomerate is common, but thereafter the formation is correlative mostly by its stratigraphic position and fossil dating, due to the highly variable rock type content.  To the north of the claims, at Bahia Inglesa, the rock units are mostly limestones and limy sandstones.  These are intercalated with basinal accumulations of diatomite, phosphoratic horizons, and volcanic ash.  In the vicinity of the Escondida claims, the rocks are largely clastic, and contain a high volcanic ash component in the fine-grained horizons.





22



---

The coastal area where the claims are located has been eroded to a peneplain, and outwash from higher elevations to the east has coated the entire area with a thin veneer of Quaternary gravels.  Several former shorelines remain visible in satellite images. Recent uplift has allowed erosion of the peneplain, creating numerous gullies (called quebradas) trending generally from northeast to southwest, draining the area.



Recent faulting is mostly hidden by Quaternary deposits. However, the alignment of the quebradas, the distribution and outcrop pattern of older crystalline rocks, and the abrupt termination of older shoreline wavecut features suggests that the dominant fault trend is northeast.



Deposit Types



Gold is contained in fine-grained tuffaceous rocks intercalated in the Formation Bahia Inglesa.  In particular, there is a sequence of light gray, limy tuffaceous siltstone and sandstone bearing 1-3% very fine-grained pyrite that appears to be consistently anomalous in gold and silver.  This unit, which varies from 0.5 to 3 meters in thickness, appears to be constrained in a 1⁄2 km wide structural zone that trends northeast through the claim area.



The zone is probably the remnant of a structural trough, and it is possible that seafloor hot spring vents were operative at the time.  Evidence for this includes the disseminated pyrite, the lightly clay-altered aspect of the tuffaceous units, and the disposition of gold in samples taken to date.



Although information is sparse, the type of deposit considered for this property is a structurally controlled, shallow-water black-smoker type of occurrence.  Sedimentary rocks consisting of marine limestones, sandstones, and water-lain tuffs of both marine and terrestrial origin were deposited in a graben.  Black smokers (or sea floor hot springs) are considered to be the source of mineralization, by discharging precious metal-laden waters into seawater and by flooding unconsolidated sediments at shallow depths below the seawater-seafloor interface. Resulting temperature, pH, eH, and solubility changes result in selective stratiform deposition of minerals in those rocks susceptible to being mineralized.



Mineralization



Mr. Hiner spent considerable time investigating the area and nearby exposed rock units for hot spring alteration, or other evidence of black smoker activity.  Several thin horizons of cherty and silicified limestone were noted.  The occurrences of thin silicified units in limestone were accompanied by increased fossil accumulations, which could suggest warm or hot water environments.  However, no association of visible mineralization with the silicic units was noted macroscopically, and Mr. Hiner did not sample the units.



Insufficient work has been done to adequately determine the nature and habit of any base or precious metal mineralization.  The samples taken from bulldozer trenches by a joint venture partner's personnel indicate that there may be a northeast corridor of mineralization, but this may also be a function of exposure from erosion, as most of the areas trenched were in quebradas or other erosional windows exposing the Bahia Inglesa Formation.



Exploration



After acquiring the property, Zoro entered into a joint venture agreement with Michael H. Kobler ("Kobler"). Kobler conducted trenching and sampling in 2008, and cut 35 test pits to a depth of at least 5 meters.  Samples from eleven of the thirty-five pits returned anomalous gold and silver.  Trench sample locations are shown in the figure below, and sample assays are noted in the table immediately following such figure.





23



---



Trench Location and Sample Map





Trench Sample Assays



|Sample      |        | Au     | Ag    |  | Sample      |        | Au     | Ag   
|----------- | ------ | ------ | ----- |  | ----------- | ------ | ------ | -----
|ID          |        | oz/t   | oz/t  |  | ID          |        | oz/t   | oz/t 
|            |        |        |       |  |             |        |        |      
|TP - 01     |        | 0.023  | 0.10  |  | TP - 23 - B | <0.001 | 0.10  
|TP - 02     |        | 0.041  | 0.05  |  | TP - 23 - C | <0.001 | 0.05  
|TP - 03     |        | 0.120  | 0.30  |  | TP - 24 - A | 0.051  | 0.20  
|TP - 04     |        | <0.001 | 0.05  |  | TP - 24 - B | <0.001 | 0.20  
|TP - 05     |        | <0.001 | 0.05  |  | TP - 25 - C | <0.001 | 0.15  
|TP - 06     |        | <0.001 | 0.10  |  | TP - 25 - D | <0.001 | 0.20  
|TP - 07     |        | 0.029  | 0.05  |  | TP - 26 - A | <0.001 | <0.05 
|TP - 08     |        | <0.001 | 0.05  |  | TP - 26 - B | <0.001 | <0.05 
|TP - 09     |        | <0.001 | 0.05  |  | TP - 26 - C | <0.001 | 0.05  
|TP - 10     |        | 0.065  | 0.05  |  | TP - 27 - A | <0.001 | 0.05  
|TP - 11     |        | <0.001 | <0.05 |  | TP - 27 - B | <0.001 | 0.05  
|TP - 12     |        | <0.001 | 0.05  |  | TP - 28 - A | <0.001 | <0.05 
|TP - 13     |        | <0.001 | 0.10  |  | TP - 28 - B | <0.001 | <0.05 
|TP - 14     |        | 0.011  | 0.05  |  | TP - 29 - A | <0.001 | <0.05 
|TP - 15     |        | 0.048  | 0.10  |  | TP - 29 - B | <0.001 | 0.05  
|TP - 16     |        | <0.001 | 0.05  |  | TP - 30 - A | <0.001 | 0.10  
|TP - 17     |        | 0.003  | 0.30  |  | TP - 30 - B | <0.001 | 0.05  
|TP - 18     |        | 0.015  | 0.25  |  | TP - 31     |        | <0.001 | <0.05
|TP - 19     |        | <0.001 | 0.10  |  | TP - 32     |        | <0.001 | 0.05 
|TP - 20     |        | 0.002  | 0.05  |  | TP - 33     |        | <0.001 | 0.20 
|TP - 21     |        | 0.206  | 0.15  |  | TP - 34     |        | <0.001 | <0.05
|TP - 22     |        | <0.001 | 0.20  |  | TP - 35     |        | <0.001 | 0.10 
|TP - 23 - A | <0.001 | 0.10   |       |  |             |        |       







24



---

A northeast-trending lineament disrupts the arcuate shoreline features visible on the property, and serves to localize the principal drainage in the area. Anomalous gold and silver in trench samples approximates the northeast trend.  Examination of available exposures of Miocene sedimentary rocks suggests the northeast trend is a fault structure or graben feature that is partially covered.  Although hampered by lack of exposure, a gray limy pyritic tuffaceous sequence appears to be constrained within the northeast trending zone.  The zone is about 500 meters wide from northwest to southeast, and no gray tuffaceous material was seen outside the zone, based on limited examination by Mr. Hiner.



Drilling



Prior to the agreement with Zoro, Gareste drilled two reverse circulation holes as stratigraphic tests of the Bahia Inglesa Formation. Drill holes S-1 and S-2 were drilled to depths of 92 meters and 73 meters respectively.  Mr. Hiner visited both drill sites, noted vertical cemented casing at each site and confirmed the physical location by GPS with accuracy to +/- 4m.  Both drill holes are located near the boundary of the mensura.  Since both the mensura and the surrounding pedimentos are controlled by Zoro, the drill hole locations are not sensitive to internal boundary concerns.



No drill logs were assembled, but samples were collected and later assayed by Zoro.



Both holes were vertical holes drilled through essentially flat-lying sedimentary rocks; therefore the assays are true thickness.  However, both holes encountered heavy water inflows.  Air compressors on the RC drill rig were apparently inadequate to control the incursion of formation waters, and sampling became a matter of trying to separate muds and water. As a result sample quality and integrity are questionable.  Anomalous gold and silver were detected despite the poor sampling conditions, but the thickness and distribution of mineralization cannot be reliably estimated.



Although Mr. Hiner does not doubt the veracity of Jacob's assays, the reader is cautioned that the reverse samples provided to the laboratory are highly unreliable due to the inherent sampling problems related to reverse circulation drilling in general, but in particular when high water inflows are encountered during drilling and sampling, such as occurred at Escondida.



Sampling Method and Approach



Reverse circulation drill hole samples were taken as 2m composites.  Samples were collected at the RC rig's cyclone discharge in wire screens, water was decanted, and the wet samples were placed in 10mil plastic bags.  Individual samples are probably not fully representative of the interval for which the sample was taken, because of the likelihood of sloughing of the drill hole walls higher in the hole. Therefore, the presence of substantial amounts of water almost certainly compromised the quality of the samples. The presence of water in RC drilling can severely impact gold content, in that contributions of material from elevations in the hole other than the sample interval can contribute a non-representative gold fraction to an otherwise unmineralized section.  Also, gold tends to settle in heavy water settings during RC drilling, providing for the possibility of biased assays downhole. The samples were sent to Jacobs Assay Office in Tucson, where traditional fire assay analyses were completed.



Trench samples were taken as vertical cuts on the walls of the trenches.  In trenches TP 23-30, multiple samples were taken to determine whether different stratigraphic horizons were mineralized.  Because the strata are flat lying, the vertical samples are representative of the horizons sampled.  In conversation with Kobler, he indicated that his technical personnel made every attempt to collect a representative sample.  It is Mr. Hiner's opinion that the trench samples are representative of the material exposed in the trenches. The samples were bagged and sealed, and shipped to Jacobs Assay Office in Tucson for fire assay analysis.



Mr. Hiner took ten samples on the property: two rock samples of available outcrop, two samples from stockpiles, three pilot plant concentrate samples, and three water samples.  Outcrop samples are chip channel samples where appropriate stratigraphy was exposed.  Stockpile samples are selections of various material exposed in the stockpile, taken to be as proportional to content as possible.  Water samples were taken to determine water chemistry and any possible relationship with mineral or soil chemistry.  Three concentrate samples were taken from metal drums at the pilot plant that the Gareste guide indicated were pilot plant output. All the samples were collected in 10 mil plastic bags, noted by sample tag and felt marker, and sealed with plastic zip ties.  The sample locations were noted by GPS location, and photographs of the sample area were taken.  Water samples were taken in sterilized polystyrene flex bottles.  Sample bottles were submerged and rinsed, then filled to capacity underwater and sealed.



The chip channel samples from outcrop are reliable indicators of mineralization, if any, in the stratigraphy exposed and sampled by Mr. Hiner.  No attempt was made by the Gareste guide to influence location or type of material, and the samples were independently selected by Mr. Hiner.



The stockpile samples are considered by Mr. Hiner to be representative of the material in the stockpiles, but the material sampled has been moved from its original site. Mr. Hiner could not reliably determine the original site of excavation.  However, examination of the closest pits and exposed upper pit walls (approximately 1 m) suggests that the material was excavated and stockpiled beside individual pits.  However, all the pits were full of water and not accessible for detailed inspection. None of the pits in the immediate 50m2 vicinity of the pilot plant was materially different; the material could have been retrieved from any of the pits.





25



---

Therefore, the stockpile samples should be considered as indicative only and not reliable as to sample location.  Mr. Hiner believes however, that the material was stockpiled from nearby excavations and not transported onto the property from elsewhere.



The concentrate samples were taken from sealed drums stored at the pilot plant.  The material was highly ferruginous, silt to granule size, and contained a strong magnetite component.  No attempt was made to determine mineral content, as the sample material was entirely stained with iron coatings.  The material in the concentrate drums was of the same size and consistency of residual materials examined in the electrolysis tanks, and Mr. Hiner has no reason to believe the materials sampled are not derived from the pilot plant operation.



Sample Preparation, Analyses and Security



Drill samples sent to Jacobs Assay Office were prepared as follows:

1. samples as received were dried and ground to 90% -100m.
2. All samples were placed in a rolling cloth and mixed a minimum of 24 times before sampling.
3. Standard fire assay procedures were utilized using 1⁄2assay ton charges.  Gold and silver were determined gravimetrically and reported in grams per metric ton.
4. Copper and arsenic assays were obtained using 1⁄2 gram samples.
5. 1⁄2 gram samples were digested in Aqua Regia, raised to 200ml, and analyzed via Perkin Elmer atomic absorption.
6. Copper and arsenic were reported in percent.
7. Jacobs placed internal standards and blanks randomly throughout the analysis stream.



It is Mr. Hiner's opinion that Jacobs Assay Office is a reliable laboratory, and the sample results are reliable insofar as the assay technique is concerned.  An independent comparative study of numerous assay laboratories (including Jacobs) was conducted by the U.S. Bureau of Land Management in 2002.  The study utilized a series of independent geochemical standards, which were submitted to each lab for analysis and comparison.  Jacobs' results were well within industry standards for precision, accuracy, and reproducibility.  However, whether or not the samples are representative of the intervals sampled in the drill holes is highly questionable, due to the water contamination discussed earlier.  The samples were stored in a locked facility on the property until funds were available for analysis.  However, there is a time lag between the drilling and collection of samples in 2007, and the transmission of samples to Jacobs in 2008.  In Mr. Hiner's opinion, the chain of security is acceptable, but cannot be completely verified. Mr. Hiner reiterated in the Escondida Technical Report that the RC sample results should not be trusted or utilized, and are reported in Section 10 only for historical reasons.



The trench samples collected by Kobler's personnel were sent to Jacobs Assay Office for analysis.  Jacobs analyzed the samples as follows:

1. Samples as received were dried and ground to 90% -100m.
2. All samples were placed in a rolling cloth and mixed a minimum of 24 times before sampling.
3. Standard fire assay procedures were utilized using 50 gram assay charges.  Gold and silver were determined gravimetrically and reported in grams per metric ton.
4. Copper and arsenic assays were obtained using 1⁄2 gram samples.
5. 1⁄2 gram samples were digested in Aqua Regia, raised to 200ml, and analyzed via Perkin Elmer atomic absorption.
6. Copper and arsenic were reported in percent.
7. Jacobs placed internal standards and blanks randomly throughout the analysis stream.



It is Mr. Hiner's opinion that the trench samples are representative of the materials sampled.  The assay method used by Jacobs employs a large assay charge in the fire assay process, and due to the increased sample size results in a more reliable and representative assay value than the atomic absorption or ICP methods used in general exploration.  Because only Kobler's personnel had access to the samples, it is also Mr. Hiner's opinion that standard security measures undertaken by Kobler's personnel were adequate to protect the integrity of the samples between time of collection and shipment to Jacobs.



In respect of Mr. Hiner's samples, no employee, officer, director, or associate of Zoro Mining Corporation or Gareste Ltda. was involved in the selection of samples to be taken, involved with the collection of the samples, or the preparation of the samples.



The samples were sealed at the sample site and remained in Mr. Hiner's possession.  The rock and concentrate samples were stored in Mr. Hiner's hotel room until transported by pickup truck to the Viga Labs facility in Copiapo, where the samples were personally delivered to lab personnel for analysis.  Viga Labs is a certified assay laboratory under ISO 9001-2000.  Viga Labs was provided instructions to crush, homogenize, and split the samples.  One half of the sample split was sent by Viga Truck to ALS Chemex Laboratory in La Serena. ALS Chemex is a certified assay laboratory under ISO 9001-2000.  The sample flow sheet controlling sample distribution is shown below.





26



---

Viga Labs at Copiapo prepared the samples as follows:

1. Dried the samples as necessary and crushed the samples to -1/4 inch using a jaw crusher.
2. Homogenized the samples and made two splits using a Jones Riffle Splitter.
3. One split of each sample was packaged and sent to ALS Chemex in La Serena.
4. The Viga split was further split to obtain a 250 gram sample by utilization of a Jones Riffle Splitter.
5. The 250gram split was pulverized to greater than 85% -75microns using standard ring and puck style pulverizing equipment.
6. A 30 gram split was analyzed for Cu, Mo, Au, and Ag by ICP-AA (induction coupled plasma and atomic absorption).

ALS Chemex at La Serena prepared the samples received from Viga as follows:

1. dried the samples as necessary and crushed the samples to  greater than 70% -2mm using a jaw crusher.
2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. A 5 gram split was analyzed using ICP-AA (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.



Water samples were sealed in a 5 gallon bucket and sent to ALS Chemex in La Serena for export to ALS Chemex Environmental Division in North Vancouver, British Columbia.  The water samples were analyzed for metals utilizing ICP-AA, for alkalinity, chloride and sulfate by titration, and for total dissolved solids by conductivity analysis.



Results of these analyses are summarized below.



Quality control procedures were employed by Mr. Hiner in the field for the samples collected to ensure that samples are representative of the material sampled.  Both Viga Labs and ALS Chemex maintain a program of internal quality assurance and quality control to maintain and control precision, accuracy, and contamination.  These programs include the insertion of ALS geochemical standards and blanks into the sample analysis stream and duplicate analyses of both standards and client samples. Mr. Hiner relied on the laboratory's quality control program to manage precision, reliability, and reproducibility



It is Mr. Hiner's opinion sample preparation, security, and analytical procedures are adequate for this level of evaluation.  However, future programs to evaluate the Escondida property should include development of a company held geochemical standard, and utilization of blanks (geochemically inert material such as silica sand) inserted into the sample stream for submission to the laboratory to ensure and verify the precision and accuracy of the assay results, and to enable detection of contamination.



Author's Sample Information



|Sample No. | Sample type | UTM E   | UTM N     | Remarks      
|---------- | ----------- | ------- | --------- | -------------
|809001     | Rock        | 311,859 | 6,984,214 | Stockpile    
|809002     | Rock        | 311,856 | 6,984,230 | Stockpile    
|809003     | Concentrate | 311,850 | 6,984,200 | Plant site   
|809004     | Concentrate | 311,850 | 6,984,200 | Plant site   
|809005     | Concentrate | 311,850 | 6,984,200 | Plant site   
|809006     | Rock&Water  | 311,904 | 6,984227  | Pit Area     
|809007     | Water       | 311,904 | 6,984227  | Pit Area     
|809008     | Rock        | 310,981 | 6,983,287 | Quebrada     
|809009     | Water       | 314,018 | 6,987,162 | Dug well     
|809010     | Rock        | 314,018 | 6,987,162 | Dug well site



Data Verification



Geological information for the Escondida property has been compiled from scant public and private sources and is dominantly of a geological or geochemical nature.  JV partner Kobler's trenches were either collapsed or filled with water. Other than the results obtained by Mr. Hiner's work, earlier data could not been verified due to lack of safe access.



Mr. Hiner did not attempt to duplicate any of the trench sampling, because all the trenches were full of water and substantial sloughing of trench walls rendered approach and access unsafe. Furthermore, stored samples, if any, from 2008 sampling or drilling may have undergone additional oxidation or contamination, and the veracity of any check sampling could be suspect.  As stated previously, the RC drill sample results are untrustworthy.  Additionally the manner of storage of the samples could induce contamination or other problems that would render reanalysis unreliable. Prior sample locations were not visible or identifiable in the field, and Mr. Hiner therefore could not conduct duplicate sampling of any prior sample locations.





27



---

Mr. Hiner's samples were designed to test specific horizons for base and precious metal content independently of Gareste results, and to check for base and precious metal content in stockpiles near the processing plant.  Original location of stockpiled material was not available for check sampling.



Mr. Hiner's assay data was checked against field notes to ensure that there were no unusual inconsistencies between Mr. Hiner's reported results and field observations.  Mr. Hiner is satisfied as to the adequacy of sample collection, handling, security, preparation and analytical procedures that have been carried out.



Viga Labs analyses indicate elevated levels of copper, silver, and geochemically anomalous gold in Mr. Hiner's samples, whereas ALS Chemex analyses disclosed only anomalous silver.  However, ALS Chemex noted that there could be potential issues regarding gold analysis due to the small sample size utilized in their analysis.  Other elements that are anomalous, according to analyses by ALS Chemex, include chrome, manganese, nickel, strontium, and uranium.  There is not enough information to conduct a statistical analysis regarding correlations or associations of anomalous elements with gold or silver.



Mr. Hiner's sample suite was delivered to Viga Labs with instructions to crush, homogenize, split, and send a second sample to ALS Chemex.  Mr. Hiner instructed both labs to conduct analysis utilizing ICP methods.  The sample method employed by Mr. Hiner at both Viga Labs and ALS Chemex is satisfactory for the detection of geochemically anomalous elements such as copper and silver, but inadequate for the accurate or reliable detection of gold.



Mineral Processing and Metallurgical Testing



Although the property is at an early stage of exploration, minimal Mineral Processing and Metallurgical testing was carried out. Gareste constructed a small pilot plant consisting of a grinding circuit feeding into cyclones for separation and clarification.  Clarified material was mixed with dilute acids and water, and then split and run through two separate process circuits.  One circuit treated the pregnant solutions with activated carbon, and the second circuit involved passing the pregnant solution through a series of electrolysis tanks. Results from both methods were inconclusive, as throughput was small, and the cyclones were hampered by clays.  Head grades were not sufficiently known to calculate recoveries. Because of these issues, the results may not be reliable or representative, and should not be trusted.  Furthermore, Mr. Hiner's results did not substantiate any concentration of metals in the processes selected, as described above.



Mr. Hiner took three samples of concentrate stored on the property, which were made from the electrolysis process.  No activated carbon from the alternate process was available for testing.



Mineral Resource and Mineral Reserve Estimate



The property is at an early stage of exploration and no Mineral Resource or Mineral Reserve Estimates have been carried out.



Interpretation and Conclusions



The original supposition by Gareste personnel that the Escondida area could host a placer deposit is not supported by the available geologic information.  However, samples were analyzed by Jacobs Assay in Tucson, Arizona in large samples delivered by Zoro and Kobler independently.  Mr. Hiner's Viga Labs results substantiate anomalous copper, silver, and very low and variable gold values, albeit not at the same concentrations as Jacobs.  Unfortunately, ALS Chemex's ICP thresholds are too high and their sample sizes too small to reliably analyze gold at the levels ascertained by Viga.  In the instance of both Viga and ALS Chemex, ICP techniques necessitate the use of a small sample, which is a standard procedure.  Jacobs Assay utilizes only fire assay techniques, and uses a full 50 gram assay charge after blending the entire crushed sample.  All three laboratories report anomalous copper and silver, but gold values are geochemically anomalous at best.  Nevertheless, the anomalous copper and silver values, as well as the presence of elevated trace elements such as chrome, manganese, nickel, strontium, and uranium tend to support the existence of some sort of mineralizing system.



Alteration is subtle, consisting largely of localized clay alteration, silicification, and fossiliferous limestone occurrence in shallow seawater settings. These may be indications of a subsea thermal spring system operating in a graben setting, and provides a plausible explanation of the presence of widespread fine-grained pyritic mineralization accompanied with some component of precious metals.



Insufficient work has been done to determine the mode and economic viability of the Escondida occurrence.  The development of a pilot plant prior to determining whether a viable orebody exists may have been premature, but the elevated levels of copper, silver, associated trace elements, and to a lesser extent possible gold indicates that some form of mineralization is present.





28



---

Recommendations



Before any additional time and money are spent regarding the development of a pilot plant or flow sheet, work should be done to determine whether or not adequate mineralization exists.  A detailed mapping and sampling program is recommended prior to implementation of a drill program.  Structural analysis coupled with thematic imagery analysis is recommended to complement the surface work.  Detailed sampling to determine the habit of precious metals is recommended as part of a mapping program, as well as to determine the viability of utilizing any trace element geochemistry that may complement target development.



If a copper-gold-pyrite and/or a copper-silver-gold-pyrite relationship can be demonstrated, it may be possible to utilize some form of geophysics, such as IP to provide additional confidence in the design of a drill program.  In order to determine whether or not gold is associated with any mineralization, large samples should be taken and analyzed by both ICP methods and by fire assay methods, preferably utilizing a large sample charge of at least 30 grams.



Because of the degree of uncertainty regarding the development of a viable target, a two phase exploration budget is proposed.  The initial program entails geologic mapping, geochemical sampling, thin section or micro-probe analysis, followed by trenching and sampling if warranted.  If results merit continuing exploration, a modest drill program to test any targets developed is recommended.  Geologic and geohydrologic conditions, combined with the low levels of mineralization encountered to date, absolutely preclude the use of reverse circulation drilling methods.  Core drilling is highly recommended.



Budget Estimate



The recommended two-phase exploration program at the Escondida property is estimated at $92,950 for Phase 1, and $437,250 for Phase 2 if justified.  The program total is $530,200. The tables below provide a breakdown of projected expenditures for the proposed mapping and geochemical surveys, with follow-up drilling if merited.



Proposed Budget Phase 1



|Description       | Explanation                      | Mth 1 | Mth 2 | Mth 3 | Mth 4 | Mth5     | Mth 6 | SbTot   
|----------------- | -------------------------------- | ----- | ----- | ----- | ----- | -------- | ----- | --------
|Personnel         |                                  |       |       |       |       |          |       |         
|                  | Sr.Geol-2mos, $750/day           | 7500  | 7500  |       | 7500  |          |       | $22,500 
|                  | Jr. Geol-4mos,$350/day           |       | 7000  | 7000  | 7000  |          |       | $21,000 
|Logistics         |                                  |       |       |       |       |          |       |         
|                  | Food & Lodging est$25/day        | 250   | 1000  | 500   | 750   |          |       | $2,500  
|                  | Travel-Sr. Geol expat            | 2000  |       |       |       |          |       | $2,000  
|                  | Travel-Jr. Geol                  |       | 500   |       |       |          |       | $500    
|                  | Vehicle-est $1500/mo             | 1500  | 1500  | 1500  | 1500  |          |       | $6,000  
|Field Activities  |                                  |       |       |       |       |          |       |         
|                  | Mapping- purch imagery est $2500 | 2500  |       |       |       |          |       | $2,500  
|                  | Thin sections/Microprobe         |       |       | 2500  |       |          |       | $2,500  
|                  | Trenching- excavator             |       | 10000 | 10000 |       |          |       | $20,000 
|                  | Geochemistry-est 100smpls, $25ea |       |       |       | 1250  |          |       | $2,500  
|Office & Analysis |                                  |       |       |       |       |          |       |         
|                  | Computer entry & analysis        |       |       |       | 1,000 |          |       | $1,000  
|                  | Report & Recommend-Sr Geol       |       |       |       | 1,000 |          |       | $1,000  
|                  |                                  |       |       |       |       |          |       |         
|                  |                                  |       |       |       |       |          |       |         
|                  |                                  |       |       |       |       |          |       |         
|                  |                                  |       |       |       |       | Sbtot    |       | $84,500 
|                  |                                  |       |       |       |       | 10%cont  |       | $  8,450
|                  |                                  |       |       |       |       | Ph 1 Tot |       | $92,950 





29



---

Phase 2 Drill Program



|Description       | Explanation                     | Mth 1 | Mth 2 | Mth 3 | Mth 4 | Mth5     | Mth 6  | SbTot      
|----------------- | ------------------------------- | ----- | ----- | ----- | ----- | -------- | ------ | -----------
|Personnel         |                                 |       |       |       |       |          |        |            
|                  | Sr.Geol-1/2mos, $750/day        |       |       |       |       | 3750     | 3750   | $   7,500  
|                  | Jr. Geol-1mos,$350/day          |       |       |       |       | 7000     |        | $   7,000  
|Logistics         |                                 |       |       |       |       |          |        |            
|                  | Food & Lodging est$25/day       |       |       |       |       | 500      |        | $      500 
|                  | Travel-Sr. Geol expat           |       |       |       |       | 2000     |        | $   2,000  
|                  | Travel-Jr. Geol                 |       |       |       |       | 500      |        | $      500 
|                  | Vehicle-est $1500/mo            |       |       |       |       | 1500     | 1500   | $    3000  
|Field Activities  |                                 |       |       |       |       |          |        |            
|                  | Drilling - 2500m H core@ $125/m |       |       |       |       | 312500   |        | $312,500   
|                  | Field supplies                  |       |       |       |       | 500      |        | $       500
|                  | Drill Geochem-2500smpls, $25ea  |       |       |       |       |          | 62,500 | $  62,500  
|                  |                                 |       |       |       |       |          |        |            
|Office & Analysis |                                 |       |       |       |       |          | 1000   | $    1,000 
|                  | Computer entry & analysis       |       |       |       |       |          | 1000   | $    1,000 
|                  | Report & Recommend-Sr Geol      |       |       |       |       |          |        |            
|                  |                                 |       |       |       |       | Sbtot    |        | $397,500   
|                  |                                 |       |       |       |       | 10% cont |        | $  39,750  
|                  |                                 |       |       |       |       | Ph 2 Tot |        | $437,250   
|                  |                                 |       |       |       |       | Tot Prgm |        | $530,200   



The Yura Project, Arequipa, Peru



As discussed above, we acquired a 100% interest in approximately 4,940 acres of exploration properties which covers the Yura property.  The Yura Project is the subject of a technical report entitled "43-101 Technical Report on the Yura Project, Arequipa, Peru" (the "Yura Technical Report") dated March 2, 2010 and prepared for the Company pursuant to NI 43-101 by John Hiner, Licensed Geologist.  A complete copy of the Yura Technical Report is available on the Company's profile on SEDAR at



Property Description and Location



The Yura Project is located approximately 30 kilometers west of Arequipa in southern Peru. Arequipa is the capital city of the Arequipa Region. Its population is approximately 1 million, and it constitutes the second most populous city of the country.  Both the Yura project and Arequipa are situated in the Andes Mountains at an elevation of about 2,400m.



The Mining Code of Peru guarantees the owner of mining claims the right-of-access to the surface area required for their exploration and exploitation. This right is normally obtained by a voluntary agreement between the mineral claim owner and the surface owner. The mining company may obtain the Rights of Way through the civil court system, if necessary, by agreeing to indemnify the surface owner for the court-determined value of the surface area.



Claims and Title at Yura



The Yura Project consists of 2,114 hectares of exploration claims staked by Inversiones Mineras Stiles ("Stiles"), a private Peruvian corporation, and acquired by Zoro in 2007 from Stiles and several other parties.  In early 2010, Zoro prospectively added 1,497 hectares to the property when it signed an agreement to acquire the Fortuna claims from two private vendors.  Property boundaries are located by UTM coordinates. The claims are maintained by making annual payments in accordance with Peruvian mining law.



Zoro will obtain a 100% interest in the Fortuna claims when it closes the Asset Purchase Agreement dated February 23, 2010.  At closing, Zoro will issue 6 million shares of its restricted common stock to the vending parties, and make staged payments totalling $325,000 to the vending parties.  The vending parties reserve a 2.5% net smelter return royalty ("NSR"), 1.5% of which can be purchased by Zoro at any time prior to the commencement of production for the sum of $8,000,000.  Included in the NSR agreement is an advance yearly minimum royalty payment of $100,000, which amounts are credited against any royalties ultimately payable.



30



---

Yura Property Map





Mineralization



Gold mineralization is hosted in northwest-trending shear zones in a medium- to coarse-grained granodiorite.  The shear zones vary in width from a few centimetres to tens of meters.  Quartz veins and veinlets within the shear zones commonly contain visible gold, and free gold can also be panned from sheared granodioritic material.  There is an empiric relationship of gold and quartz veining with an envelope of potassic alteration within the shear zones.  Potassic alteration is exemplified by common sericite, k-spar flooding, and occasionally secondary biotite formation in and adjacent to the shear zones.



Environmental Issues in Peru



As part of the structural reforms that resulted in the General Mining Law, the Peruvian government initially adopted the Environment and Natural Resources Code in 1990.  Subsequent revisions addressed emission limits, periodical monitoring, economic liability, and mandatory environmental impact statements.  To streamline the process, the government enacted Supreme Decree 042-2003-EM, which had the objective of additional requirements for obtaining mining and beneficiation permits as shown in the bullet points below:



Prior Commitments - Supreme Decree No. 042-2003-EM

- Perform production activities under a policy framework that aims for environmental excellence;
- Respect the local institutions, authorities, culture, and customs; keep a propitious relationship with the population of the mining operation's influence area;
- Keep a continuous and opportune dialog with the regional and local authorities, the population of the mining operation's influence area, and its representative organizations, providing them with information  regarding its mining operations;
- Foment, preferably, local employment, offering the required training opportunities; and
- Acquire, preferably, local goods and services to cover the necessities of its mining activities and staff, in reasonable conditions of quality, opportunity and price; creating the adequate mechanisms for agreements.



Mining and exploration companies operating in Peru have generally found the environment for development and operation to be positive, so long as the socio-economic issues are managed in accordance with the law.



The Yura project is expected to have minimal impact on any existing community or significant environmental parameter. No towns or populated areas fall within the boundaries of the Property and the nearest significant community is Arequipa, which is about 30km to the east. The area in the vicinity is unpopulated, and in general the local residents have a long history of subsistence living from subsistence agriculture, transient goat herding and very small scale mining of narrow gold-bearing veins. In general the local communities have a very favorable attitude towards mining, particularly in terms of the possibility of future employment.





31



---

An environmental review of the project area has been conducted, and there do not appear to be any existing environmental liabilities.  There are no known sites of archaeological interest on the property or in the vicinity.  For these reasons, the Yura project was approved in 2008 for exploration and drilling activities by the Minister of Energy and Mines.



Environmental Liability at Yura



There is no record of any exploration work, other than that detailed in this report, having been performed in this area in the past.  There are a few miniscule prospect pits that explore surface gold occurrences, small quartz veins, and iron-altered zones, but not tunnels or shafts of any consequence.  Because there is no requirement by the Peruvian regulatory agencies regarding the reclamation of such workings by subsequent lessees, there is no known prior environmental liability associated with the claims.



The Company is required under its existing and valid permits to mitigate its surface activities and conduct reclamation.  The Company conducted environmental and air quality studies as part of its permit application process.  The Minister of Energy and Mines determined that project activities would have no ill effects on the environment.



Permits



Permits for exploration and development are administered by the offices of the National Institute of Concessions and Mining Cadastre and the Office of Mining Concessions.  Environmental compliance is assured via the offices of the Organismo Supervisor de la Inversion en Energia (OSINERGMIN).



The Company has received permits for its exploration activities and environmental compliance permits from OSINERGMIN.  The permits and associated annexes were reviewed by the author of the Yura Technical Report, John Hiner, and are satisfactory.



Access, Climate, Local Resources, Infrastructure and Physiography



The project area is located 30km west of the capital city of Arequipa.  Arequipa is a mining and tourism center for southern Peru, and offers international aiport connections.





32



---



Location Map - Yura Project





The property is accessible from Arequipa by traveling about 25km northwest on Regional highway 30B through the small community of Yura.  A graded gravel and dirt road leave the highway near the Yura cement plant follows local drainages through the small Yura community, then southwest to Zoro's camp on the Yura property, a distance of about 21km. Travel time is about 1.5 hours.  A four-wheel drive vehicle is not necessary, but recommended.  Elevations on the property range from 1200 to 2400m.



Climate in the area is typical of the Arequipa region.  It is generally warm and dry throughout the year.  The city of Arequipa is situated at the southernmost tip of Peru's Desert Coast and enjoys plenty of sunshine, with daytime temperatures rarely dipping below 20oC.  Night time temperatures can drop sharply, particularly in June, July and August, when temperatures hover around 10oC and can feel very chilly.



The closest source of supplies and materials is Arequipa.  An industrial city with a long mining history and a diversified industrial base, it is an excellent source for dried goods and consumables, various services, and an experienced work force is available.  Numerous hotels and restaurants provide a variety of food and lodging capabilities.



Elevations on the property range from 1200m to 2400m above sea level.  Topography is moderate, with locally steep terrain from incised drainages.  The climate is warm and dry.  Vegetation is moderate to non-existent.



Water is available on the property, and can also be purchased from a private agricultural canal that traverses the southern BORDER=0 of the property.  Power is available 5km to the east.



History



Little is known of the early prospecting or artisanal production from the Yura property.  Artisanal miners, known locally as "informales", explored the area, and made numerous cuts and prospect pits, but no sustained mining took place.  According to local informales with whom Mr. Hiner spoke, prospecting activity probably dates back to the Incas, although Mr. Hiner saw no evidence to support this.



The area has not experienced modern exploration, despite the intense activity that has occurred in southern Peru.  The combination of very remote and poor access, limited outcrop exposure, and a dogmatic belief that the gold mineralization in the area occurs only in small quartz veins have led modern exploration and mining groups to shun the area.





33



---

In July 2006 the Yura property (then referred to as Yebacha) was visited and briefly examined by geologists of Minera Penoles de Peru S.A., as part of a two-property tour.  There were no roads, and access was difficult, requiring a substantial hike into the area.  Lack of exposure limited their evaluation to existing prospect pits and small cuts made by artisanal miners. They took six rock samples of vein, altered granodiorite, and breccia material.  They concluded that there was not a target on the property that met their requirements.



Stiles began staking and acquiring claims in the Yura area before 2007, and by early 2010 had acquired and consolidated the claim package that was vended to Zoro.  Mr. Hiner has no knowledge of any prior claimants in the area.



Geological Setting



Regional Geology



The Arequipa region is situated within a large, pre-Devonian age metamorphic complex.  Amphibolite to greenschist facies metamorphism is the result of at least three metamorphic events dating to 1918, 440, and 392 Ma respectively.  Later intrusive activity from Paleozoic through Jurassic time has created a complex intrusive pattern most likely related to subduction events related to the nascent Pacific Ocean.  Recent volcanism overprints the older rocks, and eruptions from young volcanoes have been recorded in modern history.



Property and Local Geology



The geology of the Yura property is dominated entirely by a large granodiorite intrusive rock mass.  The granodiorite varies in composition and texture locally.  In general it is a medium- to coarse-grained equigranular intrusive body that covers an area in excess of 100 square kilometres.  The rock is made up of varying percentages of equigranular plagioclase, hornblende, augite, and biotite crystals and minor quartz.  Locally the texture varies from equigranular and fine-grained to a porphyritic texture wherein large hornblende crystals are set in a fine-grained aphanitic to equigranular groundmass.



The intrusive granodiorite is cut by numerous very fine-grained to medium-grained quartz feldspar dikes that trend north to northeasterly.  Andesitic to basaltic dikes occur discontinuously and locally, and appear to be the youngest igneous activity.



The strongest structural pattern is a ubiquitous series of east-northeast fractures that likely mimic intrusive joint patterns. The east-northeast joints are cut by mineralized northwest trending faults and structures that appear to be related to regional strain events.  The strike of the northwest trending faults is regional in extent.  The faults vary from single slip planes showing largely strike-slip as the last movement to shear zones that range in width from a few centimetres to 50meters or more.  Outcrop is sparse, and is covered largely by granodiorite detritus and unaltered boulders of granodiorite that largely mask the underlying rocks and structural aspects of the bedrock.  The degree of shearing that the intrusive rock has undergone is largely unnoticed in undisturbed terrain, and becomes apparent only when examining fresh road cuts and prospect pits.



Virtually the entire intrusive body has been altered, and exhibits widespread propylitic alteration effects.  Epidote occurs in veins and in blotchy masses throughout the intrusive.  Much of the mafic minerals have been altered partially or completely to chlorite.  In the vicinity of intense shearing, granodiorite has been further altered by potassic alteration, usually displayed by addition of sericite in the shear zones, occasional to common k-spar flooding in the equigranular matrix, and locally the introduction of secondary biotite.  The potassic alteration effects appear to be confined or controlled by the northwest shears.



Geologic mapping to date has been limited to location of dikes and plugs of various compositions within the granodiorite mass.



Deposit Types



The principal focus of exploration on the property is gold in shear zones.  The shear zones trend northwest, and serve to localize multiple phases of quartz infusion.  Shearing and mineralization appear to have been concomitant, as numerous examples of sheared quartz cut by later quartz veins. Numerous iron oxide veinlets are found in nearly all the shear zones visited by Mr. Hiner.  Gold is easily panned from ground quartz, iron oxide veinlets, and sheared granodiorite taken within the shear zones.



The type of deposit under consideration at Yura is a shear-hosted mesothermal gold deposit.



Mineralization



Gold occurs as grains entrained in quartz, as smears on fracture faces, and in the numerous iron-oxide veinlets that occur in shear zones where quartz and sericite are present.  Assays for samples taken by Mr. Hiner suggest that gold additionally resides in the sheared granodiorite within the shear zone, but work to date is insufficient to quantify this type of occurrence. Rarely, relic pyrite can be found in massive quartz veins.





34



---

The gold in shear zones is almost always associated with quartz veins and veinlets, and there is a common association of iron oxide veinlets in the shear zones.  In every prospect visited by Mr. Hiner, potassic alteration as an overprint on the propylitically-altered granodiorite was visible, and is exemplified by the presence of sericite and occasionally by k-spar flooding in the matrices of the intrusive host rocks.



As a function of topography, oxidized vein material is visible along the strike of several veins over a vertical distance of 400m.  The shear zones are continuous, but the mineralized portions are not.  The depth of oxidation in the shear zones is not known, however.



Exploration



Zoro personnel have conducted surface prospecting and minimal local trenching.  From satellite imagery and airphotos, plus minimal confirmatory reconnaissance work, in excess of 30 individual mineralized shears have been identified in the district. Most of the identified zones are located outside the boundaries of the property optioned by Zoro.



Zoro geologists describe their findings as follows:



"More than 30 veins have been located, about half of which have been sampled in outcrops and workings.  100% of the samples assayed returned gold values, from a few grams average near or on the surface, to over 200 grams at 30 meters depth on one of the veins.



The hosted veins are largely found between 1200 to 2400 meters above sea level, and weather is favourable for all year mining.  The Chili and Yura Rivers converge on the southern portion of the properties, forming the Vitor River.  These rivers drain along deep faults which expose the batholith to depths of 300 meters, and up to 600 meters on the southwestern portion of the property.  Some of the veins are traceable down strike at or near the river bottom.  Taken together, the horizontal and vertical relief presents a rough 3 dimensional view.

The veins along strike occasionally form either the footwall, headwall, or even center of shear zoned hostrock.  These shear zones vary in width of 2 to 15 meters, with strike lengths up to 100 meters or more."



Mr. Hiner's observations generally are in agreement with the Zoro geologists' statements as regards strike lengths, vertical persistence, and shear widths in the areas Mr. Hiner visited, but work to date has been insufficient to assess the mineral potential of individual zones. The ability to make more precise assessments is restricted by the reconnaissance level of work completed to date, the limited access available, and a paucity of reliable outcrop to ascertain the strength and persistence of shear zones and associated mineralized zones.  Of the prospects within the property, only four have been examined and sampled by Mr. Hiner: the Fortuna, the Dolores, Charlie, and the Suzi zones.  The Alma prospect is situated north of the Charlie occurrence on the same shear structure.  It was visited but not sampled as part of a traverse to examine the Charlie shear zone along strike. The Alma prospect consists of two small artisanal diggings on small quartz veins. The Iris and Eliana zones were visited briefly, and determined to be narrow quartz veins within northwest-trending shears.  Due to lack of exposure, no sampling was done.  The other zones both on and off the property were not visited by Mr. Hiner, due to the fact that they are remote and accessible only on foot. According to Zoro personnel, the prospects named but not visited or sampled consist largely of minimal prospect pits and artisanal workings that are of the same geologic mode, being narrow quartz veins in anastamosing shear zones that trend northwesterly.



Zoro commissioned a limited geophysical program in 2008.  The object of the program was to resolve whether or not IP could detect the limited sulfides present in mineralized zones at Yura.  A simple test of one line at the Marylin prospect confirmed that IP showed no useful response.



It is readily apparent in the field that boulder scree, talus, and alluvium cover large parts of the property.  Mapping and sampling without access to reliable bedrock exposure hampers the evaluation of the project.  Adequate mapping and determination of project level geology will depend upon access to bedrock exposure via additional roadcuts or trenching.



Zoro geologists completed a district-wide sampling program in 2007 and 2008.  Many of the known prospects were visited on a limited basis due to difficult access and the remote location of the prospects.  Rocks sampled included vein material, muck and dump piles, altered rocks in shear zones, and surface grab samples of altered and unaltered rock.  The locations were noted by prospect name and UTM coordinates.  Samples were fire assayed.  Because the geologists anticipated coarse gold and sample reproducibility issues, they also instituted a panning program as a comparison.  Results of both the assay results and the panning results were reviewed by Mr. Hiner.





35



---

More recently, Zoro personnel constructed approximately 30km of roads in order to gain access to various prospects deemed to be worthy of additional exploration.  These roads allowed Zoro workers to move equipment in to three prospect areas in particular, the Fortuna, the Charlie, and the Dolores zones.  Although the Suzi zone is accessible via bulldozer track, no work has been conducted.  Zoro considers the Fortuna, Charlie, and Dolores zones to be the principal targets and material mineral occurrences on the property, given the limited and reconnaissance level of information available elsewhere on the property.



Mr. Hiner visited, from north to south, the Upper and Lower Fortuna zones, the Dolores zone, the Suzi zone, and the Charlie zone.  Samples were taken at each of the four locations.  The Iliana and Iris zones were visited but not sampled due to caving and scree cover of artisanal workings.  Descriptions of the zones visited are set out below.



Fortuna Zone



At the Fortuna zone, bulldozer work cleared an area at a location called the Upper Fortuna zone, and exposed shearing that is in excess of 100m in width.  Drilling and blasting in the main part of the shear zone exposed a quartz-mineralized shear zone that is in excess of 10 m wide.  For safety reasons, Mr. Hiner could not gain access to the face of the cut for sampling.  However, Mr. Hiner did conduct chip sampling across the zone south of the open cut.  The Fortuna zone is visible over 0.6 km to the southeast, where the Lower Fortuna workings are visible.  The Fortuna zone is traceable on the ground and in airphotos, and is clearly evident in the hillside above the Lower Fortuna adit.



Zoro geologists did not conduct sampling at the Fortuna zone.



Charlie Zone



At the Charlie zone, a shaft was sunk to 30 m, and a drift begun down hill to access the shaft.  Broken ground in excess of 15m in width required concreting the entire zone and the drift has not been completed.  The entire zone has been rock bolted and screened for protection.  The main adit entrance has been concreted for stability.



In the hanging wall of the Charlie zone, Mr. Hiner took a sample, and also panned a sample from the same cut. The sample assayed 0.29ppm Au, and the pan showed substantially more visible gold than the assay indicated.



Five samples were taken by Zoro geologists at the Charlie prospect.  Four contained gold, but silver was not detected.  A sample of country rock reported no gold or silver.  Of the four samples, samples YEO 286 and YEO 309 appear to be high-grade select samples, whereas YEO 308, 310, and 393 appear to be representative of vein and wallrock.



Charlie zone samples- Zoro



Suzi Zone



The Suzi zone comprises an area of numerous prospect pits and dogholes that expose sheared granodiorite.  Alteration of sheared granodiorite is locally intense, resulting in a subdued topography in comparison to the surrounding terrain.  Shear zones vary in thickness from thin shear selvages to zones in excess of 3m wide.  There is no dominant shear trend, and Mr. Hiner noted shear trends ranging from E-W to N45E.  Samples taken by Zoro geologists contained gold and silver ranging from no detectable to15.05g/t and 5.1g/t respectively (table below).



Suzi zone samples- Zoro







36



---

Dolores Zone



The Dolores zone is situated on a large, N75W-trending anastamosing shear zone that varies in thickness from 1m to 15m where visited.  A small shaft has been developed at the top of the hill where the mineralized shear crops out.  Away from the top of the hill, outcrop is sparse and the shear can be traced only by float, occasional small prospect pits, and topographic lows.



Numerous samples were taken at Dolores by Stiles and later by Zoro geologists.  Stiles developed a 20m shaft and drifted 45m into the shaft from 20 m below to the southeast.  Because of this limited development work, and because the zone was exposed, grab samples were taken of dump material and stockpiles from Stiles work, and numerous channels were cut on thin quartz veins within a 15m wide shear zone.  Several samples were high-grade select samples taken to ascertain the habit of the gold occurrence, and are not representative of the grade or tenor of the mineralized shear zone.



Drilling



The property is at an early stage of exploration and no drilling has been conducted.



Sampling Method and Approach



Zoro sample programs



In discussions with Zoro personnel, sampling conducted in 2007 and 2008 was directed at available outcrops, prospect pits, quartz veins and mineralized shear zones, artisanal dumps, mineralized float, and visibly unmineralized granodiorite.  Mineralized material was sampled where accessible to determine grades of gold and silver.  Sampling of mineralized zones included rock chip samples and channel samples across visible mineralized zones. Dump piles were sampled to gain an understanding of what artisanal miners may have been mining.  The vendors to Zoro attempted sporadically to mine at the Mercedes, Charlie, and Fortuna prospects, and several samples were taken of residual dumps, muck piles, and rock in place where accessible.



Dependent upon the size of the individual prospect, sampling covered areas as small as individual outcrops, as in the case of Eliana and Iris.  The other prospects cover areas ranging up to 50m in width, with strike lengths along shear zones up to 500m.  Sample coverage was adequate to determine whether or not precious metal mineralization was present, but not systematic.  At each of the prospects sampling is insufficient to reliably determine grade or tenor of any mineralized zone.  At each of the prospects, alluvial and scree cover severely hampers orderly or uniform sample coverage.



Most of the samples were taken to accentuate gold and silver grades.  As such, the results are indicative of high-grade mineralization, and are not representative of overall grade and tenor of individual mineralized zones.  Samples taken of visibly unaltered granodiorite host rock at Mercedes and Dolores prospects returned low gold grades.  Inspection by Mr. Hiner indicates that anomalous gold is likely contained in iron oxide veinlets that cut the unmineralized granodiorite, and the samples are therefore not representative of the granodiorite itself.



Yura Technical Report Author's sampling



Mr. Hiner took fifteen 1kg to 3kg rock samples of sheared and mineralized material from several zones on the property.  Particular focus was paid to the Fortuna zone and to a lesser extent the Dolores and Suzie zones. At Fortuna, the samples are chip channel samples across the altered zone, and cover an area of approximately 50m.  Samples at Suzie and Dolores are chip samples of altered zones and veins exposed in prospect pits. At Suzie, the samples were taken in an area of approximately 200 square meters. The samples were collected in 10 mil plastic bags, placed inside Hubco cotton standard sample bags, noted by sample tag and felt marker, and sealed with plastic zip ties. The sample locations were noted by GPS location, and photographs of the sample area were taken.



The fifteen samples taken by Mr. Hiner are representative of silicification, iron-stained, and mineralized zones found in sheared and altered intrusive rocks.  Mr. Hiner attempted to sample obviously altered rocks in order to determine the precious metal content of mineralized or altered rocks.  Because gold is visible and coarse, Mr. Hiner consulted with ALS Chemex personnel as to an appropriate analysis technique.  The lab recommended, and Mr. Hiner concurred, that it was appropriate to analyze all the Yura samples utilizing the largest sample size available and by employing metallics screening techniques.  The samples are visually biased toward mineralized material, and are not representative of either the country rock in the area, and may not be representative of mineralization, if any, which may occur at depth in the area.  Mr. Hiner's sample locations by prospect are set forth in the table below. Brief descriptions of Mr. Hiner's samples and assay results are shown in the second table below.





37



---



Samples by Author of Yura Technical Report



|Sample # | Prospect   | UTM E    | UTM N     
|-------- | ---------- | -------- | ----------
|0610001  | L. Fortuna | 201,476E | 8,194,491N
|0610002  | Dolores    | 198,853E | 8,190,578N
|07021001 | Charli     | 200,960E | 8,189,820N
|07021002 | Susi       | 199,978E | 8,190,198N
|07021003 | Susi       | 199,970E | 8,190,250N
|07021004 | Susi       | 199,934E | 8,190,261N
|07021005 | Dolores    | 198,839E | 8,190,616N
|07021006 | Dolores    | 198,827E | 8,190,605N
|07021007 | Dolores    | 198,810E | 8,190,600N
|07021008 | U. Fortuna | 201,057E | 8,194,868N
|07021009 | U. Fortuna | 201,034E | 8,194,860N
|07021010 | U. Fortuna | 201,035E | 8,194,855N
|07021011 | U. Fortuna | 201,045E | 8,194,854N
|07021012 | U. Fortuna | 201,047E | 8,194,868N
|07021013 | U. Fortuna | 201,010E | 8,194,836N



Samples and Assay Results of Author of Yura Technical Report



As with most projects involving coarse gold or free gold mineralized zones, sample size and assay method is a constant problem.  In spite of attempts to isolate and identify coarse gold or nugget variances, there remains the issue of underreported gold in samples.  For instance, samples 07012008 through 07021013 were taken across the Fortuna shear where exposed by bulldozer cuts.  Only one of these samples reported gold in the ALS Chemex metallics assays (07021012). However, each of these samples 07021008 through 07021011 and sample 07021013 were panned at the time, and each produced a small gold tail in the pan.



Mr. Hiner did not attempt to sample unmineralized rocks.



Sample Preparation, Analyses and Security



Zoro sampling programs



Samples taken by Zoro geologists were bagged, transported to Arequipa, and sent to Jacobs Assay Office in Tucson.  Jacobs prepared the samples as follows:

1. Samples were dried and crushed to 90% -100m.
2. Samples were blended in a rolling cloth and mixed a minimum of 24 times.
3. Standard fire assay procedures were performed using 1⁄2 assay ton charges.
4. Gold and silver were determined gravimetrically and reported in grams per metric ton.
5. Jacobs inserted internal standards and blanks randomly throughout the sample stream to maintain precision and accuracy.



In Mr. Hiner's opinion, sample preparation and analyses were conducted to industry standards.  Although Mr. Hiner cannot comment on the level of security utilized by Zoro's geologists, the variability of gold and silver values reported, including a large number of samples that returned no detectable gold values, suggests that security was adequate, and no attempt was made to alter the content of any of the samples taken.





38



---

Yura Technical Report Author's sampling



No employee, officer, director, or associate of Zoro Mining Corporation was involved in the selection of samples to be taken by Mr. Hiner, involved with the collection of the samples taken by Mr. Hiner, or the preparation of the samples.



The samples were sealed at the sample site and remained in Mr. Hiner's possession.  The samples were stored in Mr. Hiner's hotel room until they were sealed and taken by pickup truck to the Stiles office in Arequipa.  ALS Chemex personnel picked up the samples, packed and sealed the samples in a Chemex container, and delivered the samples to ALS Chemex in Lima. ALS Chemex is a certified assay laboratory under ISO 9001-2000.



ALS Chemex at Lima prepared the samples as follows:

1. Dried the samples as necessary and crushed the samples to  greater than 70% -2mm using a jaw crusher.
2. A 500 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. The sample is screened to separate -100mesh and +100mesh fractions.  Duplicate 50 gram fire assays analyses are done on undersize and oversize fractions.  Individual assays, calculated total weight, weight fractions, and total gold are reported.



Quality control procedures were employed by Mr. Hiner in the field for the samples collected to ensure that samples are representative of the material sampled.  ALS Chemex maintains a program of internal quality assurance and quality control to maintain and control precision, accuracy, and contamination.  These include the insertion of ALS geochemical standards and blanks into the sample analysis stream and duplicate analyses of both standards and client samples. Mr. Hiner relied on the laboratory's quality control program to manage precision, reliability, and reproducibility.



It is Mr. Hiner's opinion that sample preparation, security, and analytical procedures are adequate for this level of evaluation, but not for continuing exploration and resource evaluation.



Because sample size and nugget effect is probably going to be an ongoing laboratory issue, Mr. Hiner recommends taking as large a sample as is practical, and developing an analysis procedure with the selected lab to accommodate nugget gold problems.  Mr. Hiner has held additional discussions with ALS Chemex personnel in Lima and Vancouver regarding alternative procedures, as well as with metallurgical consultants in Reno, Nevada.  The general consensus, with no decision reached, is that other methods may work depending on the mode of gold occurrence.  Alternative methods suggested for consideration include bottle roll testing, column leaching, and utilization of gravity circuits to concentrate large samples prior to independent analysis.  Any method subsequently selected will depend on additional work to determine the habit and mode of occurrence of gold in the oxidized and mineralized zones of the Yura project.



Future programs to evaluate the Yura property should include development of a company-held geochemical standard, and utilization of blanks (geochemically inert material such as silica sand) inserted into the sample stream for submission to the laboratory to ensure and verify the precision and accuracy of the assay results, and to enable detection of contamination.



Data Verification



Geological information for the Yura property has been compiled from public and private sources and is dominantly of a geological and reconnaissance nature.



Mr. Hiner is not aware of any quality control measures that may have been used by Zoro geologists in their sampling programs, and none of the contract geologists used by Zoro in the prior programs were available for discussion.  Because pulps and rejects from the Zoro programs were not available, Mr. Hiner did not attempt to verify prior sample results using prior sample material.  Mr. Hiner conducted a check sample analysis at two sample locations at the Dolores prospect that were pointed out by one of the private vendors.  Mr. Hiner's sample number and assay value are compared below with the Zoro assay number and result.



Check Sample Results



|Author's sample check | Au (g/t) | Zoro sample | Au (g/t)
|--------------------- | -------- | ----------- | --------
|7021005               | 0.05     | YEO 182     | 0.49    
|610002                | 3.53     | YEO 181     | 2.47    





39



---

Check sample 7021005 was taken in a channel sample cut by Zoro geologists. The variability of grade is likely a function of the presence iron oxides and silicification, and variations in gold grade are suspected to be relative to the amount of iron oxide taken in the sample.



Check sample 61002 was taken in a small cut in the wall of the Dolores zone.  The granodiorite was not visibly altered, but the rock was shattered and iron oxide veinlets were numerous.  It is Mr. Hiner's opinion that the variability in gold values is related to the density of iron oxide veinlets and the amount of iron oxides preferentially sampled.



At the Suzi prospect, Mr. Hiner attempted to reproduce a Zoro sample on the basis of matching UTM coordinates.  Sample 7021004 was taken at 199,934E 8,190,261N, which matches the coordinates of Zoro sample YEO 125. Mr. Hiner's results for gold were 3.08 ppm, whereas Zoro sample reported 8.23 g/t.  Mr. Hiner's sample was a 1m chip across a vein structure in a prospect pit, whereas the Zoro sample was a dump grab.  Mr. Hiner notes that his sample weight was 1.6kg versus Zoro's sample weight of 10.26 kg.  The sample cannot be considered a duplicate, but both samples reported gold, and Mr. Hiner believes that large sample sizes are more reliable in coarse gold settings.  Whether or not the Zoro geologist selectively sampled the dump is unknown.



Mr. Hiner's assay data was checked against field notes to ensure that there were no unusual inconsistencies between Mr. Hiner's reported results and field observations.  Mr. Hiner is satisfied as to the adequacy of sample collection, handling, security, preparation and analytical procedures that have been carried out.



Mr. Hiner notes that gold in assays and gold in pans in his sample results indicates a high degree of variability.  In Mr. Hiner's experience, it is common to have a high degree of variability in the reproducibility of gold assays, particularly where coarse gold is known to exist.



Mineral Processing and Metallurgical Testing



The property is at an early stage of exploration and no Mineral Processing or Metallurgical testing has been carried out.



Mineral Resource and Mineral Reserve Estimate



The property is at an early stage of exploration and no Mineral Resource or Mineral Reserve Estimates have been carried out.



Other Relevant Data and information



Mr. Hiner is not aware of any other relevant data or information on the Property other than as described in this report.



Interpretation and Conclusions



Regional-scale northwest-trending shear zones have been locally altered and mineralized.  Gold is hosted in quartz veins, veinlets, iron-oxide veinlets, and in potassically-altered and sheared granodiorite.  Shear zone widths and strike lengths are locally substantial and represent suitable targets for the discovery and development of gold mineralization.  Substantial boulder scree, talus and alluvium effectively mask the shear zones, rendering surface exploration difficult without mechanical explosure for evaluation purposes.  Thus, insufficient work has been done to determine size and grade potential of known zones, and additional work is required to determine the existence, if any, of additional zones with potential for hosting gold mineralization.



It is Mr. Hiner's opinion that the Yura property merits additional evaluation of known zones, and continued exploration to determine the mineralization potential elsewhere on the property, for the following reasons:

- Widespread prospecting activities have been restricted to areas of quartz vein outcrop or quartz vein surface debris, leaving substantial strike lengths that do no display quartz-veining unexplored
- Widespread gold in multiple prospects suggests a substantial gold mineralizing event
- Lengthy shear zones with widths from 1m to 50m or more represent sizeable targets
- Significant boulder scree, talus, and alluvium cover that is largely unaltered does not reflect the underlying bedrock geology, shear zone locations and size, and mineral potential
- Exploration to date by Zoro has concentrated on areas with known gold prospects
- Property is situated in mining-friendly jurisdiction and title is secure
- Access and infrastructure are good.  Climate and elevations are conducive to year-round operations
- The association of gold with potassic alteration allows usage of geologic, geochemical, and remote sensing tools to guide exploration and target delineation.





40



---

It is evident from discussions with Zoro personnel and from Mr. Hiner's results that the presence of coarse gold at Yura affects lab analyses and gold reproducibility.  Both Zoro geologists and Mr. Hiner encountered reproducibility variations, whereby gold seen in pan samples was not replicated in lab analyses.  In Mr. Hiner's experience, high variability in gold analyses is common, but exacerbated by the presence and erratic distribution of coarse gold.  It is Mr. Hiner's interpretation that this situation is likely to occur on a property-wide basis within the oxidized zones of mineralized shears.  Data are insufficient to predict variability of mineralization, if any, in unoxidized parts of mineralized shears.  Although nearly impossible to remove the effects of this variability, the statistical variance can be partially mitigated by taking large samples in the field, and by utilizing large sample charges in the lab.  A combination of metallics screening, bottle roll analysis, or column leaching using larger sizes may be necessary to improve analysis reproducibility.



Recommendations



To develop existing targets and identify new zones, significantly more geologic and geochemical information is necessary.  The acquisition of sufficient information requires a multi-disciplinary approach involving the following actions:

1. Geologic mapping and sampling of existing exposures, principally roadcuts and prospect pits
2. Property-wide geochemical sampling to characterize the size and disposition of gold anomalies
3. Structural and alteration analysis utilizing landsat and thematic imagery
4. Trenching and new road construction in concert with additional geochemical sampling
5. Structural analysis and geologic mapping in secondary detail using aerial photography
6. Thin and polished section analysis of mineralized samples to determine mode of gold occurrence
7. Collection of a sizeable sample (approximately 500kg) of mineralized material to determine a suitable analysis methodology for exploration samples



A budget for this phase 1 program is set out below.



If the integrated approach successfully indicates suitable and defensible drill targets, a second phase program of drilling is recommended.



Budget Estimate



The recommended exploration program at the Don Beno property is estimated at $384,450 for Phase 1 and $760,750 for Phase 2. The table below provides a breakdown of projected expenditures for the proposed geochemical and geophysical surveys, along with follow-up drilling.



Phase 1 Proposed Budget



|Activity                             | Description             | Total    
|------------------------------------ | ----------------------- | ---------
|Geology                              |                         |          
|Geologic Mapping                     | 60days @ $700/day       | $ 42,500 
|Aerial photography detailed mapping  | 15days@$700/day         | $ 10,500 
|Landsite & thematic imagery analysis | Acq., analysis          | $ 32,500 
|Geochemistry                         |                         |          
|collection                           | 2geos-120days@ $500     | $ 60,000 
|analysis                             | 1500smpls@$50ea         | $ 75,000 
|Trenching & Roads                    |                         |          
|Trenching                            | 30days@$125/hr          | $ 30,000 
|Roads                                | 30days@$125/hr          | $ 30,000 
|Bulk Sample                          |                         |          
|Collection                           | 500kg est               | $   2,500
|Analysis                             | Mult testwork est       | $ 15,000 
|Logistics                            |                         |          
|Vehicles                             | Assume 3, 1500/mo*3     | $ 13,500 
|Food & Lodging                       | 90days, 2geos, $125/day | $ 22,500 
|Field Supplies                       | Estimate                | $   5,000
|Office- report & target defin.       | 15days@$700/day         | $ 10,500 
|Subtotal                             |                         | $349,500 
|10%contingency                       |                         | $  34,950
|Phase 1 total                        |                         | $384,450 









41



---



Phase 2 Proposed Budget



|Activity                    | Description                 | Total     
|--------------------------- | --------------------------- | ----------
|Drill Program               |                             |           
|Drill Mobilization Costs    |                             | $  25,000 
|Core Drilling               | 5000 m's x $100/m           | $500,000  
|                            |                             |           
|Geological & supervision    | 60 days @ $700              | $   42,000
|Analyses - rock             | 2,500 samples at $35/sample | $   87,500
|                            |                             |           
|Support                     |                             |           
|Misc. supplies & materials  | Estimate                    | $    5,000
|Food & Lodging, 2 personnel | Estimate 60 days @ $300/day | $  18,000 
|Vehicles                    | Estimate 70 days @ $200/day | $  14,000 
|                            | Subtotal                    | $691,500  
|Contingency @ 10%           |                             | $  69,150 
|Total                       |                             | $760,750  



Las Animas Project, Sonora, Mexico



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



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



Land Position



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



Access.



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





42



---

Infrastructure.



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



Potential Mineralization Target .



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



Work Conducted During the Year Ended April 30, 2009



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



Rio Sur and Costa Rica Projects - Chile South America



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



PROPOSED FUTURE BUSINESS OPERATIONS



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



MATERIAL AGREEMENTS



Financial Advisory Consulting Services Agreement

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



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



Corporate Support Agreement



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





43



---

COMPETITION



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



MINERAL EXPLORATION REGULATION



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



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



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



RESEARCH AND DEVELOPMENT ACTIVITIES



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





44



---

EMPLOYEES



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



ITEM 1A.          RISK FACTORS



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



Risks Related to Our Business



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



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



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



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



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



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





45



---

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



Mineral Prices May Not Support Corporate Profit.



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



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



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



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



We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred operating losses totaling approximately $7,219,911 from April 20, 2004 (inception) to April 30, 2009. As of April 30, 2009, we had an accumulated deficit of $7,219,911 and had incurred operating losses of approximately $3,412,934 during fiscal year ended April 30, 2009. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate; (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs.





Future participation in an increased number of mineral exploration prospects will require substantial capital expenditures and possible equity dilution.



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



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





46



---

We will require additional funding in the future. Our current levels of debt are high.



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



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



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



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



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



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



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



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



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





47



---

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



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



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



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



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



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



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



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



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



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



The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in any applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.





48



---

We may be unable to retain key employees or consultants or recruit additional qualified personnel.



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



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



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



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



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



Risks Related to Our Common Stock



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



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



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



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





49



---

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



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



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



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



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



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



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



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



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



ITEM 1B.   UNRESOLVED STAFF COMMENTS



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





50



---

ITEM 2.             PROPERTIES



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



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



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



ITEM 3.            LEGAL PROCEEDINGS



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



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



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





PART II



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



MARKET FOR COMMON EQUITY



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





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



*Post-Reverse Stock Split





51



---

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



DIVIDEND POLICY



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



SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS



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





|Plan Category                                              |  | Number of 
Securities to be 
Issued Upon 
Exercise of 
Outstanding 
Options, Warrants, 
and Rights(a) |         |  | Weighted-Average 
Exercise Price of 
Outstanding Options, 
Warrants and Rights(b) |   |       | Number of 
Securities 
Remaining 
Available for 
Future Issuance 
Under Equity 
Compensation 
Plans (excludingcolumn (a)) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- | ------- |  | --------------------------------------------------------------------------------- | - | ----- | ------------------------------------------------------------------------------------------------------------------------- | 
|Equity Compensation Plans Approved by Security Holders     |  |                                                                                                       | -0-     |  |                                                                                   |   | -0-   |                                                                                                                           | 
|Equity Compensation Plans Not Approved by Security Holders |  |                                                                                                       |         |  |                                                                                   |   |       |                                                                                                                           | 
|2008 Stock Option Plan                                     |  |                                                                                                       | -0-     |  |                                                                                   |   | n/a   |                                                                                                                           | 
|                                                           |  |                                                                                                       |         |  |                                                                                   |   |       |                                                                                                                           | 
|Warrants                                                   |  |                                                                                                       | 233,500 |  |                                                                                   | $ | 14.70 | **                                                                                                                        | 
|                                                           |  |                                                                                                       | 40,000  |  |                                                                                   | $ | 30.00 | **                                                                                                                        | 
|Total                                                      |  |                                                                                                       | 273,500 |  |                                                                                   |   | --    |                                                                                                                           | 



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



2008 Stock Incentive Plan



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



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



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





52



---

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



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



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



Incentive Stock Options



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



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



RECENT SALES OF UNREGISTERED SECURITIES



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



Consulting Services Agreement



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



ITEM 6.             SELECTED FINANCIAL DATA



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



53



---









|                                   |  | Fiscal Years EndedApril 30, 2009 and 2008 |            |   | For the Period 
from April 20, 
2004 
(inception) to April 30, 2009
|---------------------------------- |  | ----------------------------------------- | ---------- | - | -------------------------------------------------------------------
|STATEMENT OF OPERATIONS DATA       |  |                                           |            |   |                                                                    
|Revenue                            |  |                                           |            |   |                                                                    
|Revenues                           |  | $                                         | -0-        |   |                                                                    
|Expenses                           |  |                                           |            |   |                                                                    
|Bad debt                           |  | $                                         | 136,250    |   |                                                                    
|Consulting                         |  |                                           | 316,771    |   |                                                                    
|Depreciation                       |  |                                           | 104,877    |   |                                                                    
|Donated services                   |  |                                           | -0-        |   |                                                                    
|Filing and transfer agent fees     |  |                                           | 7,907      |   |                                                                    
|Impairment to mineral properties   |  |                                           | 420,298    |   |                                                                    
|Management and administration fees |  |                                           | 218,293    |   |                                                                    
|Mineral exploration costs          |  |                                           | 1,789,256  |   |                                                                    
|Office and general                 |  |                                           | 261,666    |   |                                                                    
|Professional fees                  |  |                                           | 161,366    |   |                                                                    
|Operating Income (Loss)            |  | $                                         | (3,416,684 | ) |                                                                    
|Other Income                       |  |                                           |            |   |                                                                    
|Interest income                    |  |                                           | 3,750      |   |                                                                    
|Net Income (Loss)                  |  | $                                         | (3,412,934 | ) |                                                                    
|BALANCE SHEET DATA                 |  |                                           |            |   |                                                                    
|Total Assets                       |  | $                                         | 985,772    |   |                                                                    
|Total Liabilities                  |  |                                           | 3,050,624  |   |                                                                    
|Stockholders Equity (Deficit)      |  | $                                         | (2,064,852 | ) |                                                                    





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



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



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



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



RESULTS OF OPERATION



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



Our net loss for fiscal year ended April 30, 2009 was $3,412,934 compared to a net loss of $3,539,499 during fiscal year ended April 30, 2008 (a decrease of $126,565). During fiscal years ended April 30, 2009 and 2008, we did not generate any revenue.





54



---

During fiscal year ended April 30, 2009, we incurred expenses of approximately $3,416,684 compared to $3,603,795 incurred during fiscal year ended April 30, 2008 (a decrease of $187,111). These operating expenses incurred during fiscal year ended April 30, 2009 consisted of: (i) bad debt of $136,250 (2008: $-0-); (ii) consulting of $316,771 (2008: $377,906); (iii) depreciation of $104,877 (2008: $74,331); (iv) filing and transfer agent fees of $7,907 (2008: $18,607); (v) impairment of mineral properties of $420,298 (2008: $-0-); (vi) management and administration fees of $218,293 (2008: $368,337); (vii) mineral exploration costs of $1,789,256 (2008: $2,279,644); (viii) office and general of $261,666 (2008: $280,610); and (iv) professional fees of $161,366 (2008: $204,360).



Expenses incurred during fiscal year ended April 30, 2009 compared to fiscal year ended April 30, 2008 decreased primarily due to the decrease in mineral exploration costs, offset by a charge for impairment of mineral properties of $420,298. The higher mineral exploration costs incurred in 2007/2008 related to the acquisition of our Property in South America and Mexico and initial exploration initiatives across a range of prospects at a time when capital and operating budgets were more available. Management and administration fees, consulting, and professional fees also decreased corresponding with streamlining efforts during fiscal year ended April 30, 2009 as compared with fiscal year ended April 30, 2008. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.  A loan receivable related to a failed property acquisition was impaired during the year as uncollectible.



Expenses incurred during fiscal year ended April 30, 2009 of $3,416,684 were offset by interest income of $3,750 (2008: $64,296) resulting in a net loss of ($3,412,934) compared to a net loss of ($3,539,499) during fiscal year ended April 30, 2008.  The weighted average number of shares outstanding was 4,344,301 for fiscal year ended April 30, 2009 compared to 4,461,725 for fiscal year ended April 30, 2008 (as decreased by the Reverse Stock Split effective April 22, 2009 on a one for twenty (1: 20) basis).



LIQUIDITY AND CAPITAL RESOURCES



Fiscal Year Ended April 30, 2009



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



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



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



Stockholders' equity (deficit) decreased from $1,144,056 for fiscal year ended April 30, 2008 to ($2,064,852) for fiscal year ended April 30, 2009.



Cash Flows from Operating Activities



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





55



---

Cash Flows from Investing Activities



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



Cash Flows from Financing Activities



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



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



PLAN OF OPERATION AND FUNDING



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



MATERIAL COMMITMENTS



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



Related Party Promissory Notes and Loans



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



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



Promissory Notes



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





56



---

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



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



Lease Agreement Guarantor



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



Corporate Support Agreement



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



PURCHASE OF SIGNIFICANT EQUIPMENT



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



OFF-BALANCE SHEET ARRANGEMENTS



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



GOING CONCERN



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



RECENT ACCOUNTING PRONOUNCEMENTS



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





57



---

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



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



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



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



ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.



Exchange Rate



Our reporting currency is United States Dollars ("USD").  As we have acquired properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. However, any potential revenue and expenses will be denominated in U.S. Dollar, and the net income effect of appreciation and devaluation of the currency against the US Dollar would be limited to our costs of acquisition of property.



Interest Rate



Interest rates in the United States are generally controlled. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts to hedge existing risks for speculative purposes.



Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.



58



---







ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
ZORO MINING CORP.







|                                                       
|-------------------------------------------------------
|                                                       
|Report of Independent Registered Public Accounting Firm
|                                                       
|Consolidated Balance Sheets                            
|                                                       
|Consolidated Statements of Operations                  
|                                                       
|Consolidated Statements of Cash Flows                  
|                                                       
|Consolidated Statement of Stockholders' Equity         
|                                                       
|Notes to the Consolidated Financial Statements         













59



---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Stockholders and Board of Directors of Zoro Mining Corp.



We have audited the accompanying consolidated balance sheets of Zoro Mining Corp. (an exploration stage company) as of April 30 2009 and 2008 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended April 30, 2009 and 2008 and the period from April 20, 2004 (inception) through April 30, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Zoro Mining Corp. as of April 30, 2009 and 2008 and the results of its operations and its cash flows for the years ended April 30, 2009 and 2008 and the period from April 20, 2004 (inception) through April 30, 2009 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated.  The Company requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS

Vancouver, Canada

July 13, 2009













60



---



Zoro Mining Corp.



|                                                                                 | April 30,
2009$ |            | April 30,
2008$
|-------------------------------------------------------------------------------- | --------------- | ---------- | ---------------
|                                                                                 |                 |            |                
|CURRENT ASSETS                                                                   |                 |            |                
|Cash                                                                             |                 | 4,485      |                
|Prepaid expenses                                                                 |                 | -          |                
|Other receivables                                                                |                 | 6,072      |                
|Loan receivable (Note 3)                                                         |                 | -          |                
|                                                                                 |                 |            |                
|Total Current Assets                                                             |                 | 10,557     |                
|                                                                                 |                 |            |                
|EQUIPMENT (Note 5)                                                               |                 | 339,305    |                
|MINERAL PROPERTIES (Note 4)                                                      |                 | 635,910    |                
|                                                                                 |                 |            |                
|TOTAL ASSETS                                                                     |                 | 985,772    |                
|                                                                                 |                 |            |                
|                                                                                 |                 |            |                
|LIABILITIES AND STOCKHOLDERS' EQUITY                                             |                 |            |                
|                                                                                 |                 |            |                
|Current Liabilities                                                              |                 |            |                
|                                                                                 |                 |            |                
|Accounts payable and accrued liabilities                                         |                 | 456,859    |                
|Promissory notes payable (Note 7)                                                |                 | 706,312    |                
|Due to related parties (Note 6)                                                  |                 | 1,534,594  |                
|                                                                                 |                 |            |                
|Total Current Liabilities                                                        |                 | 2,697,765  |                
|                                                                                 |                 |            |                
|CONVERTIBLE NOTE (Note 7)                                                        |                 | 136,651    |                
|DEFERRED INCOME TAX LIABILITY (Note 11)                                          |                 | 216,208    |                
|Total Liabilities                                                                |                 | 3,050,624  |                
|                                                                                 |                 |            |                
|Stockholders' Equity (Deficit)                                                   |                 |            |                
|                                                                                 |                 |            |                
|Capital stock (Note 8)
 180,000,000 common shares authorized, $0.00001 par value |                 |            |                
|4,345,014 shares issued and outstanding (2008 - 4,337,520)                       |                 | 869        |                
|Additional paid-in capital                                                       |                 | 5,035,664  |                
|Equity component of convertible notes (Note 8)                                   |                 | 84,026     |                
|Donated capital                                                                  |                 | 34,500     |                
|Deficit accumulated during the exploration stage                                 |                 | (7,219,911 |                
|                                                                                 |                 |            |                
|Total Stockholders' Equity (Deficit)                                             |                 | (2,064,852 |                
|                                                                                 |                 |            |                
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                             |                 | 985,772    |                



GOING CONCERN CONTINGENCY  (Note 1) 
COMMITMENTS AND CONTINGENCIES (Notes 4, 9)



The accompanying notes are an integral part of the consolidated financial statements



61



---



Zoro Mining Corp.



|                                                                         | For the Year Ended April 30, 2009 |            | For the Year Ended April 30, 2008 |  | From April 20, 2004 (Date of Inception) to April 30, 2009
|------------------------------------------------------------------------ | --------------------------------- | ---------- | --------------------------------- |  | ---------------------------------------------------------
|                                                                         | $                                 |            | $                                 |  | $                                                        
|Expenses                                                                 |                                   |            |                                   |  |                                                          
|Bad Debt  (Note 3)                                                       |                                   | 136,250    |                                   |  | -                                                        
|Consulting (Note 6)                                                      |                                   | 316,771    |                                   |  | 377,906                                                  
|Depreciation                                                             |                                   | 104,877    |                                   |  | 74,331                                                   
|Donated services                                                         |                                   | -          |                                   |  | -                                                        
|Filing and transfer agent fees                                           |                                   | 7,907      |                                   |  | 18,607                                                   
|Impairment of mineral property costs (Note 4)                            |                                   | 420,298    |                                   |  | -                                                        
|Management and administration fees (Note 6)                              |                                   | 218,293    |                                   |  | 368,337                                                  
|Mineral exploration costs (Note 4)                                       |                                   | 1,789,256  |                                   |  | 2,279,644                                                
|Office and general (Note 6)                                              |                                   | 261,666    |                                   |  | 280,610                                                  
|Professional fees                                                        |                                   | 161,366    |                                   |  | 204,360                                                  
|                                                                         |                                   | (3,416,684 |                                   |  | (3,603,795                                               
|Other income                                                             |                                   |            |                                   |  |                                                          
|Interest income                                                          |                                   | 3,750      |                                   |  | 64,296                                                   
|                                                                         |                                   |            |                                   |  |                                                          
|Net loss                                                                 |                                   | (3,412,934 |                                   |  | (3,539,499                                               
|                                                                         |                                   |            |                                   |  |                                                          
|Basic and diluted  loss per common share                                 |                                   | (0.79      |                                   |  | (0.79                                                    
|                                                                         |                                   |            |                                   |  |                                                          
|Weighted average number of common shares outstanding - basic and diluted |                                   | 4,344,301  |                                   |  | 4,461,725                                                













The accompanying notes are an integral part of the consolidated financial statements





62



---



Zoro Mining Corp.



|                                                                        | For the YearEnded April 30,2009$ |            | For the Year Ended April 30, 2008$ |  | FromApril 20, 2004(Date of Inception)to April 30,2009$
|----------------------------------------------------------------------- | -------------------------------- | ---------- | ---------------------------------- |  | ------------------------------------------------------
|Cash Flows Used In Operating Activities                                 |                                  |            |                                    |  |                                                       
|                                                                        |                                  |            |                                    |  |                                                       
|Net loss                                                                |                                  | (3,412,934 |                                    |  | (3,539,499                                            
|Adjustments to reconcile net loss to cash used in operating activities: |                                  |            |                                    |  |                                                       
|Depreciation                                                            |                                  | 104,877    |                                    |  | 74,331                                                
|Non-cash management fees                                                |                                  | 120,000    |                                    |  | 209,293                                               
|Accrued interest income                                                 |                                  | (3,750     |                                    |  | (7,500                                                
|Accrued interest expense                                                |                                  | 23,783     |                                    |  | -                                                     
|Accretion of interest on convertible note                               |                                  | 20,677     |                                    |  | -                                                     
|Bad debt                                                                |                                  | 136,250    |                                    |  | -                                                     
|Impairment of mineral properties                                        |                                  | 420,298    |                                    |  | -                                                     
|Donated rent                                                            |                                  | -          |                                    |  | -                                                     
|Donated services                                                        |                                  | -          |                                    |  | -                                                     
|Change in operating assets and liabilities:                             |                                  |            |                                    |  |                                                       
|Decrease in prepaid expenses                                            |                                  | 1,726      |                                    |  | 175,001                                               
|Decrease (increase) in other receivables                                |                                  | 8,298      |                                    |  | (14,370                                               
|Increase (decrease) in due to related parties                           |                                  | 1,481,443  |                                    |  | (79,746                                               
|Increase in accounts payable and accrued liabilities                    |                                  | 161,652    |                                    |  | 188,842                                               
|                                                                        |                                  |            |                                    |  |                                                       
|Net Cash Used in Operating Activities                                   |                                  | (937,680   |                                    |  | (2, 993,648                                           
|                                                                        |                                  |            |                                    |  |                                                       
|Cash Flows Used In Investing Activities                                 |                                  |            |                                    |  |                                                       
|Purchase of equipment                                                   |                                  | (8,915     |                                    |  | (509,598                                              
|Loan receivable                                                         |                                  | -          |                                    |  | -                                                     
|                                                                        |                                  |            |                                    |  |                                                       
|Net Cash Used In Investing Activities                                   |                                  | (8,915     |                                    |  | (509,598                                              
|                                                                        |                                  |            |                                    |  |                                                       
|Cash Flows From Financing Activities                                    |                                  |            |                                    |  |                                                       
|Promissory note payable                                                 |                                  | 682,529    |                                    |  | -                                                     
|Convertible note                                                        |                                  | 200,000    |                                    |  | -                                                     
|Proceeds from common stock issuances and subscriptions                  |                                  | -          |                                    |  | 1,165,940                                             
|                                                                        |                                  |            |                                    |  |                                                       
|Net Cash From Financing Activities                                      |                                  | 882,529    |                                    |  | 1,165,940                                             
|                                                                        |                                  |            |                                    |  |                                                       
|Increase (Decrease) in Cash                                             |                                  | (64,066    |                                    |  | (2,337,306                                            
|                                                                        |                                  |            |                                    |  |                                                       
|Cash - Beginning                                                        |                                  | 68,551     |                                    |  | 2,405,857                                             
|                                                                        |                                  |            |                                    |  |                                                       
|Cash - Ending                                                           |                                  | 4,485      |                                    |  | 68,551                                                
|                                                                        |                                  |            |                                    |  |                                                       
|                                                                        |                                  |            |                                    |  |                                                       
|Supplemental Disclosures                                                |                                  |            |                                    |  |                                                       
|Interest paid                                                           |                                  | -          |                                    |  | -                                                     
|Income taxes paid                                                       |                                  | -          |                                    |  | -                                                     

Other Non-cash Investing and Financing Activities - Note 10

The accompanying notes are an integral part of the consolidated financial statements



63



---



Zoro Mining Corp.(An Exploration Stage Company)Consolidated Statement of Stockholders' EquityFrom April 20, 2004 (Date of Inception) to April 30, 2009



|                                                                                         |              |            |         |   |      |            |               | Equity      |           |        |         | Deficit     |       |         |            |  
|---------------------------------------------------------------------------------------- | ------------ | ---------- | ------- | - | ---- | ---------- | ------------- | ----------- | --------- | ------ | ------- | ----------- | ----- | ------- | ---------- | -
|                                                                                         |              |            |         |   |      |            |               | Component   |           |        |         | Accumulated |       |         |            |  
|                                                                                         |              |            |         |   |      | Additional |               | Of          |           | Common |         | During the  |       |         |            |  
|                                                                                         |              |            |         |   |      | Paid-in    |               | Convertible |           | Stock  |         | Exploration |       | Donated |            |  
|                                                                                         | Common Stock |            | Capital |   | Debt |            | Subscriptions |             | Stage     |        | Capital |             | Total
|                                                                                         | #            |            |         | $ |      | $          |               | $           |           | $      |         | $           |       | $       |            | $
|                                                                                         |              |            |         |   |      |            |               |             |           |        |         |             |       |         |            |  
|Balance - April 20, 2004 (Date of Inception)                                             |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Issuance of common shares for cash                                                       |              |            |         |   |      |            |               |             |           |        |         |             |       |         |            |  
|at $.0002/share                                                                          |              | 7,200,000  |         |   |      | 1,440      |               |             | (1,400    |        |         | -           |       |         | (40        |  
|Net loss for the period                                                                  |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Balance - April 30, 2004                                                                 |              | 7,200,000  |         |   |      | 1,440      |               |             | (1,400    |        |         | -           |       |         | (40        |  
|Issuance of common shares for cash                                                       |              |            |         |   |      |            |               |             |           |        |         |             |       |         |            |  
|at $.0002/share                                                                          |              | 1,800,000  |         |   |      | 360        |               |             | (350      |        |         | -           |       |         | (10        |  
|Share subscriptions received                                                             |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | 40         |  
|Donated rent and services                                                                |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Net loss for the year                                                                    |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Balance - April 30, 2005                                                                 |              | 9,000,000  |         |   |      | 1,800      |               |             | (1,750    |        |         | -           |       |         | (10        |  
|Share subscriptions received                                                             |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | 10         |  
|Donated rent and services                                                                |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Net loss for the year                                                                    |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Balance - April 30, 2006                                                                 |              | 9,000,000  |         |   |      | 1,800      |               |             | (1,750    |        |         | -           |       |         | -          |  
|Issuance of common shares for cash                                                       |              |            |         |   |      |            |               |             |           |        |         |             |       |         |            |  
|at $0.0544/share                                                                         |              | 1,822,500  |         |   |      | 364        |               |             | 100,886   |        |         | -           |       |         | -          |  
|Share subscriptions received                                                             |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | 2,600,000  |  
|Donated rent and services                                                                |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Net loss for the year                                                                    |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Balance - April 30, 2007                                                                 |              | 10,822,500 |         |   |      | 2,164      |               |             | 99,136    |        |         | -           |       |         | 2,600,000  |  
|Shares and warrants issued 
     for private placement at 
     $25 per unit (Note 7(a)) |              | 157,514    |         |   |      | 32         |               |             | 3,765,908 |        |         | -           |       |         | (2,600,000 |  
|Share cancellation (Note 8(a))                                                           |              | (6,642,500 | )       |   |      | (1,328     |               |             | 1,328     |        |         | -           |       |         | -          |  
|Fair value of warrants 
     issued for mineral      properties (Note 4)                 |              | -          |         |   |      | -          |               |             | 840,000   |        |         | -           |       |         | -          |  
|Fair value of warrants 
     issued for 
     services (Note 8(b))                       |              | -          |         |   |      | -          |               |             | 209,293   |        |         | -           |       |         | -          |  
|Net loss                                                                                 |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Balance - April 30, 2008                                                                 |              | 4,337,514  |         |   |      | 868        |               |             | 4,915,665 |        |         | -           |       |         | -          |  
|Issuance of common shares for services                                                   |              | 7,500      |         |   |      | 1          |               |             | 119,999   |        |         | -           |       |         | -          |  
|Equity component of convertible note                                                     |              | -          |         |   |      | -          |               |             | -         |        |         | 84,026      |       |         | -          |  
|Net loss                                                                                 |              | -          |         |   |      | -          |               |             | -         |        |         | -           |       |         | -          |  
|Balance - April 30, 2009                                                                 |              | 4,345,014  |         |   |      | 869        |               |             | 5,035,664 |        |         | 84,026      |       |         | -          |  



All share amounts have been restated to reflect the 36:1 forward share split on February 9, 2007 and a 20:1 reverse share split on April 22, 2009  (refer to Note 1).



The accompanying notes are an integral part of the consolidated financial statements



64



---



Zoro Mining Corp.



|1. | Nature of Operations
The Company was incorporated in the State of Nevada on April 20, 2004. The Company is in the exploration stage, as defined by Statement of Financial Accounting Standard ("SFAS") No. 7. The Company's principal business is the acquisition and exploration of mineral resources (Note 4). The Company has not presently determined whether its mineral properties contain mineral reserves that are economically recoverable.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent on the ability of the Company to obtain necessary equity financing to continue operations, the continued support of related party creditors, to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company's interests in the underlying properties, and ultimately the attainment of profitable operations. As at April 30, 2009, the Company has accumulated losses of $7,219,911 since inception and has a working capital deficiency of $2,687,208. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In conjunction with the April 22, 2009 reverse share consolidation, the Company plans to finance its activities utilizing debt and equity instruments that should be more favorably received by the investment community due to the corporate restructuring. The Company also plans to settle some of its existing debts with equity in order to reduce current liabilities and  improve the overall financial condition of the Company.
Share Splits
On February 9, 2007 the Company increased the number of shares of the Company's authorized share capital and correspondingly increased the number of its issued and outstanding common shares on a thirty-six (36) new shares for one (1) old share basis.  As a result, the Company's authorized share capital was increased from 100,000,000 common shares to 3,600,000,000 common shares, and the Company's issued and outstanding common stock was increased from 6,012,500 common shares to 216,450,000 common shares.
On April 22, 2009, the Company filed a Certificate of Change with the Secretary of State of the state of Nevada to effectuate a reverse stock split of the Company's authorized share capital on the basis of one new common share for twenty old common shares. As a result, as of April 22, 2009, the Company's authorized share capital decreased from 3,600,000,000 shares of common stock to 180,000,000 shares of common stock and its issued and outstanding share capital decreased from 86,900,400 shares of common stock to 4,345,014 shares of common stock.
All references to the number of common shares issued and outstanding have been restated to give retroactive effect to the stock splits, unless otherwise noted.
Name Change and Merger
Effective on March 19, 2007, solely for the purposes of effecting a name change, the Company (as Rochdale Mining Corporation), merged with a new wholly-owned subsidiary, Zoro Mining Corp., pursuant to Articles of Merger that the Company filed with the Nevada Secretary of State. The merger was in the form of a parent/ subsidiary merger, with the Company as the surviving corporation. Upon completion of the merger, the Company's name was changed to "Zoro Mining Corp." and the Company's Articles of Incorporation have been amended to reflect this name change.
The Company's common shares trade on the United States OTC Bulletin Board and on the Frankfurt Stock Exchange.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





65



---



Zoro Mining Corp.



|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Principles of Consolidation

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

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

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

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

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





66



---



Zoro Mining Corp.



|2. | Summary of Significant Accounting Policies- continued
|-- | -----------------------------------------------------



| | g) | Mineral Property Costs

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

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

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

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

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

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





67



---



Zoro Mining Corp.



|2. | Summary of Significant Accounting Policies- continued
|-- | -----------------------------------------------------



| | i) | Income Taxes (continued)

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

The Company's functional and reporting currency is the United States dollar. The financial statements of the subsidiaries are translated to United States dollars in accordance with SFAS No. 52 " Foreign Currency Translation " using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders' equity. Foreign currency transaction gains and losses are included in current operations. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.                                                                                                                                                                
| | k) | Stock-Based Compensation

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

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





68



---



Zoro Mining Corp.



|2. | Summary of Significant Accounting Policies- continued
|-- | -----------------------------------------------------



| | m) | Recent Accounting Pronouncements

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

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

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

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

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





69



---



Zoro Mining Corp.



|3. | Loan Receivable
During the year ended April 30, 2008, $125,000 was advanced to a property vendor under a failed property acquisition agreement.  This amount is secured by an interest in another company, bears interest at 6% simple interest per annum, and was repayable on March 12, 2008.  The note remains outstanding at April 30, 2009.   During the year ended April 30, 2009 the Company recognized a full impairment of this loan of $136,250 including accrued interest due to doubtful recovery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Mineral Properties
Pursuant to an agreement dated April 12, 2007 and effective on May 7, 2007, the Company agreed to the terms and conditions of a mineral property acquisition agreement between the Company and various third parties pursuant to which the vendors agreed to transfer a 100% undivided legal, beneficial and registerable interest in and to six separate mineral property projects, totaling approximately 28,173 acres in Chile, 6,672 acres in Mexico, and a further 4,942 acres located in Peru (the "Mineral Property Acquisition Agreement").

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

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

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

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



70



---



Zoro Mining Corp.



|4. | Mineral Properties -continued
|-- | -----------------------------



| | Mineral exploration costs by area of exploration for the years ended April 30, 2009 and 2008 were as follows:
| | -------------------------------------------------------------------------------------------------------------





|                               |  | 2009 |           |  | 2008 |  
|------------------------------ |  | ---- | --------- |  | ---- | -
|Chile                          |  |      |           |  |      |  
|Drilling                       |  | $    | 285,137   |  |      | $
|Field supplies                 |  |      | 58,870    |  |      |  
|Geological, mapping and survey |  |      | 621,271   |  |      |  
|Property maintenance           |  |      | 133,908   |  |      |  
|Site administration            |  |      | 479,063   |  |      |  
|Travel                         |  |      | 80,849    |  |      |  
|                               |  |      | 1,659,098 |  |      |  
|Peru                           |  |      |           |  |      |  
|Field supplies                 |  |      | -         |  |      |  
|Geological, mapping and survey |  |      | -         |  |      |  
|Property maintenance           |  |      | 6,597     |  |      |  
|Site administration            |  |      | 62,217    |  |      |  
|Travel                         |  |      | 4,033     |  |      |  
|                               |  |      | 72,847    |  |      |  
|Mexico                         |  |      |           |  |      |  
|Geological, mapping and survey |  |      | -         |  |      |  
|Property maintenance           |  |      | 9,111     |  |      |  
|Site administration            |  |      | 48,200    |  |      |  
|                               |  |      | 57,311    |  |      |  
|Total                          |  | $    | 1,789,256 |  |      | $



| | The Company shares operating offices in Chile, Peru, and Tucson, AZ with Pacific Copper Corp. (Pacific Copper), a Delaware public company.  Certain directors and management of the Company also act as officers, directors, and management of Pacific Copper (refer to Note 6).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Equipment
|-- | ---------



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





|                       |  | Cost |         |  | Accumulated Depreciation |   |         | Net Book Value |  |   | Net Book Value | 
|---------------------- |  | ---- | ------- |  | ------------------------ | - | ------- | -------------- |  | - | -------------- | 
|                       |  | 2009 |         |  | 2009                     |   |         | 2009           |  |   | 2008           | 
|North America          |  |      |         |  |                          |   |         |                |  |   |                | 
|Computers              |  | $    | 7,020   |  |                          | $ | 4,938   |                |  | $ | 2,082          | 
|South America          |  |      |         |  |                          |   |         |                |  |   |                | 
|Computers              |  |      | 3,315   |  |                          |   | 1,588   |                |  |   | 1,727          | 
|Furniture              |  |      | 12,639  |  |                          |   | 3,720   |                |  |   | 8,919          | 
|Exploration equipment  |  |      | 14,204  |  |                          |   | 4,766   |                |  |   | 9,438          | 
|Vehicles               |  |      | 105,752 |  |                          |   | 27,025  |                |  |   | 78,727         | 
|Earth moving equipment |  |      | 375,583 |  |                          |   | 137,171 |                |  |   | 238,412        | 
|                       |  |      | 511,493 |  |                          |   | 174,270 |                |  |   | 337,223        | 
|                       |  |      |         |  |                          |   |         |                |  |   |                | 
|Total                  |  | $    | 518,513 |  |                          | $ | 179,208 |                |  | $ | 339,305        | 





71



---



Zoro Mining Corp.



|6. | Related Party Transactions
During the year ended April 30, 2009, the Company incurred the following amounts to officers, directors, and other related parties to the Company:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                           
|   | b)                                                                                                                                                                           
|   | c)                                                                                                                                                                           
|   | d)                                                                                                                                                                           
|   | f)                                                                                                                                                                           



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



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



|7. | Convertible and Promissory Notes
|-- | --------------------------------



Convertible Notes



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







72



---



Zoro Mining Corp.



|7. | Convertible and Promissory Notes- continued
|-- | -------------------------------------------

Promissory Notes



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



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



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



|8. | Capital Stock
|-- | -------------



| | a) | Share issuances and cancellations:

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

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

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

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

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

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







73



---



Zoro Mining Corp.



|8. | Capital Stock- continued
|-- | ------------------------



| |  | Warrant transactions are summarized as follows:
| |  | -----------------------------------------------





|                        |  | Number of Warrants |         |  | Weighted Average Exercise Price per Share ($) |  |       | Weighted Average Contractual Life Remaining (in Years) | 
|----------------------- |  | ------------------ | ------- |  | --------------------------------------------- |  | ----- | ------------------------------------------------------ | 
|Balance, April 30, 2007 |  |                    | -       |  |                                               |  | -     |                                                        | 
|Granted during the year |  |                    | 436,060 |  |                                               |  | 21.37 |                                                        | 
|Balance, April 30, 2008 |  |                    | 436,060 |  |                                               |  | 21.37 |                                                        | 
|Granted during the year |  |                    |         |  |                                               |  |       |                                                        | 
|Balance, April 30, 2009 |  |                    | 436,060 |  |                                               |  | 21.37 |                                                        | 



| | c) | Share options:

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



|9. | Commitments and Contingencies
On May 1, 2007, the Company entered into a corporate support services agreement effective January 1, 2007 with a third party to perform office and administrative services for approximately $12,000 per month.

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



|10. | Non-cash Investing and Financing Activities
On May 31, 2008 the Company issued 7,500 post-split common shares valued at $120,000 to a third party pursuant to a financial advisory consulting services agreement effective for a six month term. See note 8.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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







74



---



Zoro Mining Corp.



|11. | Income Taxes- continued
The significant components of the Company's deferred income tax assets and liabilities at April 30 are as follows:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------





|                                        |  | 2009 |          |   | 2008 |  
|--------------------------------------- |  | ---- | -------- | - | ---- | -
|Deferred tax assets                     |  |      |          |   |      |  
|Non-capital losses                      |  | $    | 852,704  |   |      | $
|Less: valuation allowance               |  |      | (837,914 | ) |      |  
|                                        |  |      |          |   |      |  
|Net deferred tax assets                 |  |      | 14,790   |   |      |  
|                                        |  |      |          |   |      |  
|Deferred tax liabilities                |  |      |          |   |      |  
|Equipment                               |  |      | (14,790  | ) |      |  
|Mineral properties                      |  |      | (216,209 | ) |      |  
|                                        |  |      |          |   |      |  
|                                        |  |      | (230,999 | ) |      |  
|                                        |  |      |          |   |      |  
|Total deferred tax assets (liabilities) |  | $    | (216,209 | ) |      | $



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





|                                         |  | 2009 |            |   | 2008 |  
|---------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                         |  |      |            |   |      |  
|Net loss before income taxes             |  | $    | (3,412,934 | ) |      | $
|Statutory tax rate                       |  |      | 34         | % |      |  
|                                         |  |      |            |   |      |  
|Expected tax expense (recovery)          |  |      | (1,160,398 | ) |      |  
|Items not deductible for tax purposes    |  |      | 758,619    |   |      |  
|Change in valuation allowance            |  |      | 401,779    |   |      |  
|                                         |  |      |            |   |      |  
|Deferred income tax provision (recovery) |  | $    | -          |   |      | $



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





75



---



Zoro Mining Corp.



|12. | Segmented Information
|--- | ---------------------





|                    |  | North America |           |  | South
Americaand Mexico |   |           | Consolidated | 
|------------------- |  | ------------- | --------- |  | ----------------------- | - | --------- | ------------ | 
|April 30, 2009      |  |               |           |  |                         |   |           |              | 
|Segmented revenue   |  | $             | -         |  |                         | $ | -         |              | 
|Segmented loss      |  | $             | 1,203,380 |  |                         | $ | 2,209,554 |              | 
|Identifiable assets |  | $             | 15,861    |  |                         | $ | 969,911   |              | 
|April 30, 2008      |  |               |           |  |                         |   |           |              | 
|Segmented revenue   |  | $             | -         |  |                         | $ | -         |              | 
|Segmented loss      |  | $             | 1,191,900 |  |                         | $ | 2,347,599 |              | 
|Identifiable assets |  | $             | 215,724   |  |                         | $ | 1,709,417 |              | 







76



---





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



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



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



ITEM 9A.    CONTROLS AND PROCEDURES



FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



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



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



Evaluation of Internal Controls and Procedures Over Financial Reporting



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



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



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



77



---



|(1) | inadequate segregation of duties consistent with control objectives;                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
|(3) | infrequent ongoing monitoring and a lack of separate evaluations when an effective monitoring and evaluative system is deemed necessary for corporate integrity;                
|(4) | a lack of country specific controls and written protocols leading to timely reporting of previously budgeted expenditures.                                                      
|(5) | ineffective controls over period end financial close and reporting processes.                                                                                                   



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



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



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



| | i)   | define, document, implement, and monitor written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP , and create country specific controls and protocols,       
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ii)  | prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, and
| | iii) | establish proper controls over period end financial close and reporting processes.                                                                                                                                                      



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



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



Changes in Internal Control over Financial Reporting



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



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



Inherent limitations on effectiveness of controls



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





78



---

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



Audit Committee



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



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



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



ITEM 9A(T).   CONTROLS AND PROCEDURES



Not applicable.



ITEM 9B.         OTHER INFORMATION



Not applicable.







79



---



PART III



ITEM 10.           DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS



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



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





|Name           | Age | Position with the Company                                                    
|-------------- | --- | -----------------------------------------------------------------------------
|Andrew Brodkey | 53  | President/Chief Executive Officer and a Director                             
|Jas Butalia    | 60  | Chief Financial Officer and a Director                                       
|David Hackman  | 67  | Vice President of Exploration and a Director                                 
|Harold Gardner | 53  | Chief Operating Officer/Vice President of Business Development and a Director
|Jodi Henderson | 35  | Secretary/Treasurer                                                          
|Terry Schorn   | 75  | Director                                                                     
|Paul Brock     | 45  | Director                                                                     
|Federico Diaz  | 56  | Director                                                                     
|Rene Ramirez   | 57  | Director                                                                     



Business Experience



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



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



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





80



---

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



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



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



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



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



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





81



---

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



Term of Office



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



FAMILY RELATIONSHIPS



There are no family relationships among our directors or officers.



INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS



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



COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



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





82



---



ITEM 11.           EXECUTIVE COMPENSATION



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



SUMMARY COMPENSATION TABLE



|Name and Principal Position_____________ | Year______ |  | Salary($) |  | Bonus($) |  | Stock Awards($) |  | Option Awards($) |  | Non-Equity Incentive Plan Compensation($) |  |  | Non-Qualified Deferred Compensation Earnings($) |  |  | All Other Compensation($) |         |  | Total($) |  
|---------------------------------------- | ---------- |  | --------- |  | -------- |  | --------------- |  | ---------------- |  | ----------------------------------------- |  |  | ----------------------------------------------- |  |  | ------------------------- | ------- |  | -------- | -
|Harold Gardner,                          |            |  |           |  |          |  |                 |  |                  |  |                                           |  |  |                                                 |  |  |                           |         |  |          |  
|prior  President                         | 2007/2008  |  | -0-       |  | -0-      |  | -0-             |  | -0-              |  | -0-                                       |  |  | -0-                                             |  |  | $                         | 98,000  |  |          | $
|and CEO (1)                              | 2008/2009  |  | -0-       |  | -0-      |  | -0-             |  | -0-              |  | -0-                                       |  |  | -0-                                             |  |  | $                         | 90,000  |  |          | $
|                                         |            |  |           |  |          |  |                 |  |                  |  |                                           |  |  |                                                 |  |  |                           |         |  |          |  
|Andrew Brodkey,                          |            |  |           |  |          |  |                 |  |                  |  |                                           |  |  |                                                 |  |  |                           |         |  |          |  
|current President and                    | 2007/2008  |  | -0-       |  | -0-      |  | -0-             |  | -0-              |  | -0-                                       |  |  | -0-                                             |  |  | $                         | 108,541 |  |          | $
|CEO (2)                                  | 2008/2009  |  | -0-       |  | -0-      |  | -0-             |  | -0-              |  | -0-                                       |  |  | -0-                                             |  |  | $                         | 151,278 |  |          | $
|                                         |            |  |           |  |          |  |                 |  |                  |  |                                           |  |  |                                                 |  |  |                           |         |  |          |  
|David Hackman,                           |            |  |           |  |          |  |                 |  |                  |  |                                           |  |  |                                                 |  |  |                           |         |  |          |  
|Vice President of                        | 2007/2008  |  | -0-       |  | -0-      |  | -0-             |  | -0-              |  | -0-                                       |  |  | -0-                                             |  |  | $                         | 82,500  |  |          | $
|Exploration (3)                          | 2008/2009  |  | -0-       |  | -0-      |  | -0-             |  | -0-              |  | -0-                                       |  |  | -0-                                             |  |  | $                         | 84,000  |  |          | $



| | (1) | Mr. Gardner resigned as our President/Chief Executive Officer effective as of February 18, 2008. During fiscal years ended April 30, 2009 and 2008, an aggregate of $90,000 and $98,000, respectively, was incurred payable to Mr. Gardner for management of the exploration in South American, of which as at April 30, 2009, an aggregate of $504,007 (2008: $26,695)  remains due and owing to Mr. Gardner. See "Item 13. Certain Relationships and Related Transactions and Director Independence."
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr. Brodkey was appointed as our President/Chief Executive Officer effective as of February 18, 2008. During fiscal years ended April 30, 2009 and 2008, an aggregate of $151,278 and $108,541, respectively, was incurred for management services rendered in the United States regarding management of our interests.  As at April 30, 2009, $26,809 (2008: $-0) remains due and owing to Mr. Brodkey. See "Item 13. Certain Relationships and Related Transactions and Director Independence."      
| | (3) | During fiscal years ended April 30, 2009 and 2008, an aggregate of $84,000 and $82,500, respectively, was incurred payable to Dr. Hackman for geological services rendered, of which as at April 30, 2009, an aggregate of $85,370 (2008: $15,000) remains due and owing. See "Item 13. Certain Relationships and Related Transactions and Director Independence."                                                                                                                                     



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



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



83



---





|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|--------------------------------------------
|OPTION AWARDS                               
|Name___________                             
|Harold Gardner, prior  President/CEO        
|                                            
|Andrew Brodkey, current President/CEO       



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



DIRECTOR COMPENSATION TABLE



|Name_____________ |  | FeesEarned orPaid inCash($) |  | StockAwards($) |  | OptionAwards($) |  | Non-EquityIncentivePlanCompensation($) |  | Change inPensionValue andNonqualifiedDeferredCompensationEarnings($) |  | AllOtherCompensation($) |  | Total($) | 
|----------------- |  | --------------------------- |  | -------------- |  | --------------- |  | -------------------------------------- |  | -------------------------------------------------------------------- |  | ----------------------- |  | -------- | 
|Andrew Brodkey    |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|Jas Butalia       |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|David Hackman     |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|Harold Gardner    |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|Paul Brock        |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|Federico Diaz     |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|Rene Ramirez      |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 
|Terry Schorn      |  | -0-                         |  | -0-            |  | -0-             |  | -0-                                    |  | -0-                                                                  |  | -0-                     |  | -0-      | 



EMPLOYMENT AND CONSULTING AGREEMENTS



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





84



---



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



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





|Name and Address of Beneficial Owner(1)                                                                      |  | Amount and Nature of Beneficial Ownership(1) |  | Percentage of Beneficial Ownership
|------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------- |  | ----------------------------------
|Directors and Officers:                                                                                      |  |                                              |  |                                   
|Integrity Capital Group LLC772 Wurzbach Road, Suite 902San Antonio, Texas                                    |  | 1,402,515                                    |  | 32.28%                            
|West Peak Ventures of Canada Ltd.789 West Pender Street, Suite 1000Vancouver, British ColumbiaCanada V6C 1H2 |  | 257,000 (2)                                  |  | 5.88%                             
|Andrew Brodkey.3430 East Sunrise DriveTucson, Arizona                                                        |  | -0-                                          |  | n/a                               
|Jas Butalia3430 East Sunrise DriveTucson, Arizona                                                            |  | -0-                                          |  | n/a                               
|David Hackman3430 East Sunrise DriveTucson, Arizona                                                          |  | -0-                                          |  | n/a                               
|Harold Gardner3430 East Sunrise DriveTucson, Arizona                                                         |  | 291,700 (3)                                  |  | 6.59%                             
|Paul Brock3430 East Sunrise DriveTucson, Arizona                                                             |  | 50,000                                       |  | 1.15%                             
|Terry Schorn3430 East Sunrise DriveTucson, Arizona                                                           |  | -0-                                          |  | n/a                               
|Federico Diaz3430 East Sunrise DriveTucson, Arizona                                                          |  | 51,600 (4)                                   |  | 1.18%                             
|Rene Ramirez3430 East Sunrise DriveTucson, Arizona                                                           |  | -0-                                          |  | -0-                               
|Jodi Henderson3430 East Sunrise DriveTucson, Arizona                                                         |  | -0-
_______________                          |  | -0-
_______________               
|All executive officers and directors as a group (9 persons)                                                  |  | 393,300(5)_______________                    |  | 8.86%
_______________             



|* | Less than one percent.
|- | ----------------------



85



---



|(1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 4,345,014 shares issued and outstanding. Beneficial ownership amounts reflect the 1 for 20 (1:20) Reverse Stock Split effective April 22, 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | This figure includes: (i) 225,000 shares of common stock; (ii) 7,000 shares of common stock held by the sole director and officer of West Peak Ventures of Canada Ltd., and (iii) 25,000 warrants to purchase 25,000 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009 issued in connection with the Financial Services Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | This figure includes: (i) 171,275 shares of common stock; (ii) 40,000 shares of common stock owned by a corporate consulting affiliate; (iii) 40,425 warrants to purchase 40,425 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009 issued in connection with the finders' fee associated with the acquisition of the Property, and (iv) 40,000 warrants to purchase 40,000 shares of our common stock at an exercise price of $30.00 per share expiring on May 18, 2009 issued in connection with management services arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | This figure includes: (i) 38,700 shares of common stock; and (ii) 12,900 warrants to purchase 12,900 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009 issued in connection with the Financial Services Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | This figure includes: (i) 393,300 shares of common stock; and (ii) 53,325 warrants to purchase 53,325 shares of our common stock at an exercise price of $14.00 per share expiring on May 18, 2009, and (iii) 40,000 warrants to purchase 40,000 shares of our common stock at an exercise price of $30.00 per share expiring on May 18, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



CHANGES IN CONTROL



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



ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



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



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



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



ITEM 14.           PRINCIPAL ACCOUNTING FEES AND SERVICES



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





86



---

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



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



ITEM 15.          EXHIBITS



The following exhibits are filed as part of this Annual Report.



|Exhibit No. | Document                                                                                                                                                  
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                           
|3.1         | Articles of Incorporation (1)                                                                                                                             
|            |                                                                                                                                                           
|3.1.2       | Certificate of Change dated April 16, 2009 (2)                                                                                                            
|            |                                                                                                                                                           
|3.2         | Bylaws (1)                                                                                                                                                
|            |                                                                                                                                                           
|31.1        | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.                                          
|            |                                                                                                                                                           
|31.2        | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.                                          
|            |                                                                                                                                                           
|32.1        | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Securities Exchange Act.



(1)  Incorporated by reference from Form SB-2 filed with the Securities and Exchange Commission on May 19, 2005.



(2)  Incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on April 22, 2009.







87



---



SIGNATURES



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



|                    | ZORO MINING CORP.
|------------------- | -----------------
|                    |                  
|Dated: July 5, 2010 | By:              
|                    |                  
|                    |                  
|Dated: July 5, 2010 | By:              
|                    |                  
|                    |                  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Dated: July 5, 2010 | By: | "Andrew Brodkey"        | 
|------------------- | --- | ----------------------- | 
|                    |     | Andrew Brodkey
Director | 



|Dated: July 5, 2010 | By: | "Jas Butalia"        | 
|------------------- | --- | -------------------- | 
|                    |     | Jas Butalia
Director | 



|Dated: July 5, 2010 | By: | "David Hackman"        | 
|------------------- | --- | ---------------------- | 
|                    |     | David Hackman
Director | 



|Dated: July 5, 2010 | By: | "Harold Gardner"        | 
|------------------- | --- | ----------------------- | 
|                    |     | Harold Gardner
Director | 



|Dated: July 5, 2010 | By: | "Paul Brock"        | 
|------------------- | --- | ------------------- | 
|                    |     | Paul Brock
Director | 



|Dated: July 5, 2010 | By: | "Federico Diaz"        | 
|------------------- | --- | ---------------------- | 
|                    |     | Federico Diaz
Director | 



|Dated: July 5, 2010 | By: | "Rene Ramirez"        | 
|------------------- | --- | --------------------- | 
|                    |     | Rene Ramirez
Director | 









88