U.S.
      SECURITIES AND EXCHANGE COMMISSION
              Washington,
      D.C. 20549
              Form
      10-KSB /A
              Amendment No.
      1





Mark
One


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





For the
fiscal year ended April 30, 2008





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





For the
transition period from ______ to _______





Commission
File No. 333-127388










Zoro Mining Corp.(Name
      of small business issuer in its charter)Nevada
            N/A(State
      or other jurisdiction of incorporationor
      organization)
            (I.R.S.
      Employer Identification No.)3430 East Sunrise Drive, Suite
      160
              Tucson, Arizona
      85718(Address
      of principal executive offices)(520)
      299-0390(Issuer’s
      telephone number)Securities
      registered pursuant to Section
              12(b)
      of the Act:
            Name
      of each exchange on which
              registered:NoneSecurities
      registered pursuant to Section 12(g) of the Act:Common Stock,
      $0.00001(Title
      of Class)






1




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




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




Yes xNo o




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-KSB or any
amendment to this Form 10-KSB.   x




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




Yes oNo x




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. July 15, 2008: $20,713,640




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 oNo o




APPLICABLE
ONLY TO CORPORATE REGISTRANTS




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date (The outstanding shares reflect the forward
splits that occurred on March 11, 2008 and May 29, 2008)




Class
            Outstanding
      as of  July 29, 2008Common
      Stock, $0.00001
            86,900,400




DOCUMENTS
INCORPORATED BY REFERENCE




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




N/A




Transitional
Small Business Disclosure Format (Check one):




Yes oNo x


2




ZORO
MINING CORP.





Form
10-KSB








Part
      I.
            
            4Item
      1.
            Description
      of Business
            4Item
      2.
            Description
      of Property
            19Item
      3.
            Legal
      Proceedings
            19Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            19Part
      II.
            
            19Item
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities
            19Item
      6.
            Management’s
      Discussion and Analysis and Plan of Operation
            22Item
      7.
            Financial
      Statements
            26Item
      8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            43Item
      8A.
            Controls
      and Procedures
            43Item
      8A(T).
            Controls
      and Procedures
            44Item
      8B.
            Other
      Information
            44Part
      III
            
            44Item
      9.
            Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act
            44Item
      10.
            Executive
      Compensation
            47Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            48Item
      12.
            Certain
      Relationships and Related Transactions and Director
      Independence
            49Item
      13.
            Exhibits
            50Item
      14.
            Principal
      Accountant Fees and Services
            50








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





Available
Information





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






3


PART
I





ITEM
1. DESCRIPTION OF BUSINESS





BUSINESS
DEVELOPMENT





Zoro
Mining Cop. 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
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.  After the effective date of our initial registration
statement filed with the Securities and Exchange Commission (November 1, 2007),
we commenced trading on the Over-the-Counter Bulletin Board under the symbol
“ZORO: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 our property located in
Chile subsequent to our April 30, 2008 year end. 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 Corp." refers to Zoro Mining
Corp.





Subsidiaries





During
the year ended April 30, 2008, 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 are in the process of transferring title to our
property interests in each such country to the respective subsidiary located in
such country. See “ – Current Business Operations – Mineral
Properties.”





Transfer
Agent





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





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.


Mineral
Properties





The
acreage and location of our mineral properties is summarized as
follows:





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







4


ITEM 1. DESCRIPTION OF
BUSINESS -
continued
  Mineral
exploration costs by area of exploration for the years ended April 30, 2008 and
2007 were as follows:





2008
            
            
            2007Chile
            
            $
            1,157,803
            
            
            $
            -Peru
            
            
            983,609
            
            
            
            -Mexico
            
            
            138,232
            
            
            
            -USA
      and Canada
            
            
            -
            
            
            
            5,301Brazil
            
            
            -
            
            
            
            48,087Total
            
            $
            2,279.644
            
            
            $
            53,388








Mineral
exploration costs by area of exploration for the years ended April 30, 2008 and
2007 were as follows:





2008
            
            
            2007ChileDrilling
            
            $
            34,860
            
            
            $
            -Field supplies
            
            
            134,155
            
            
            
            -Geological, mapping and
      survey
            
            
            502568
            
            
            
            -Property
      maintenance
            
            
            154,798
            
            
            
            -Site
    administration
            
            
            312,890
            
            
            
            -Travel
            
            
            18,532
            
            
            
            -1,157,803
            
            
            
            -PeruField supplies
            
            
            14,406
            
            
            
            -Geological, mapping and
      survey
            
            
            615,389
            
            
            
            -Property
      maintenance
            
            
            74,577
            
            
            
            -Site
    administration
            
            
            229,184
            
            
            
            -Travel
            
            
            50,053
            
            
            
            -983,609
            
            
            
            -MexicoGeological, mapping and
      survey
            
            
            5,612
            
            
            
            -Property
      maintenance
            
            
            3,970
            
            
            
            -Site
    administration
            
            
            128,650
            
            
            
            -138,232
            
            
            
            -USA
      and Canada – property maintenance
            
            
            -
            
            
            
            5,301Brazil
      – property investigation
            
            
            -
            
            
            
            48,087Total
            
            $
            2,279,644
            
            
            $
            53,388











5


ITEM 1. DESCRIPTION OF
BUSINESS -
continued




Cancellation
of Shares





On May 7,
2007, and in connection with a certain mineral property acquisition agreement,
an aggregate of 132,850,000 shares of our common stock held by certain of our
directors were cancelled and returned to treasury at no value on the basis of
pre-existing negotiations. Thus, as of the date of this Annual Report, our total
issued and outstanding shares of common stock is 86,900,400. See “Part II. Item
5. Market for Common Equity and Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.”





MINERAL
INTERESTS




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, we are in the process of
establishing and transferring to our wholly-owned subsidiaries in each of Chile,
Peru and Mexico our respective newly acquired interests in the Property. 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. $0.0001 per common share.




On May
18, 2007, we issued an aggregate 4,670,000 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 in connection with the acquisition of the Property, of which
808,500 warrants were issued to our Chief Operating Officer and Vice-President
of Business Development. See “Part II. Item 5. Market for Common Equity and
Related Stockholder Matters and Small Business Issuer Purchases of Equity
Securities” and “Part III. Item 12. Certain Relationships and Related
Transactions and Director Independence.”




As of the
date of this Annual Report, we have paid and will continue to pay to, or on the
Vendors' behalf, all underlying option, regulatory and governmental payments and
assessment work required to keep the mineral property interests comprising the
Property and any underlying option agreements respecting any of the mineral
property interests comprising the Property in good standing through the calendar
year of 2008.




Current
Status of Properties




As of the
date of this Annual Report, we have been concentrating our exploration
initiatives on our 4,940 acre gold Yura Project located near Arequipa, Peru. A
large fracture has been identified on the Yura Project and exploratory drilling
has begun to test gold dissemination in and outside of the fracture. We have
also been conducting geological mapping, sampling, induced polarization testing,
and road building as necessary. Bulk ore samples continue to be tested for gold
content using mechanical recovery methods.




We have
also been concentrating our exploration initiatives on our 14,574 acre copper
and gold Don Beno Project. A large anomaly (induced polarization) has been
identified as a sulphide body that is being explored by drilling. A preliminary
exploratory drill program has been designed to drill targets from a recently
completed geophysical L.P. survey. The geophysical mapping program at Don Beno,
conducted by HydroGeophysics of Tucson, Arizona, included both electrical
resistivity and induced polarization methods along linear transects of up to 8
km in length. Several large sulfidic induced polarization targets were
identified through approximately 33 line-kilometers among five transects. Other
work undertaken includes initial mapping, grid sampling and aerial
photography.




We have
also been concentrating our exploration initiatives on our 5,063 acre gold and
platinum Escondida Project near Copiapo, Chile. Initiatives in progress include
lab gravity concentration tests for recovery of gold, silver and platinum group
metals, and leaching tests for recovery from gold and silver concentrates.
Mapping and exploratory drilling are other concurrent exploratory
initiatives.




As of the
date of this Annual Report, we continue to organize geological and exploratory
plans for our Rio Sur Project and Costa Rica Projects targeting copper and gold
sediment hosted mineralizations located in proximity to each other near Copiapo,
Chile and our Las Animas Project in Sonora, Mexico that feature epithermal vein
hosted gold. We will be completing further due diligence in order to determine
our best course of planned exploration and development work moving
forward.




6




ITEM 1. DESCRIPTION OF
BUSINESS -
continued




YURA
GOLD PROJECT, AREQUIPA, PERU




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




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




Local
Geology




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




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




Mineralization




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




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




7




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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




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




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




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




Potential
Ore Resources




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




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




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




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




Development
Plan




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




8




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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 capital investment for
exploration activities such as mapping, sampling, and possibly drilling. No
formal agreement yet exists for increasing its ownership percentage. Since the
summer of 2006, foreign mining companies have surrounded the Las Animas project
both to the north and the south with more than 11,000 square kilometers of
mineral claims. There are some small adjacent property areas that remain
unclaimed, and we are currently evaluating the placement of a few more hundred
hectares of mining claims, which could raise the land position to some 3,000
hectares.




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




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




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
Ore 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. Sampling and drilling will
delineate whether there is an economic ore body.


9




ITEM
1. DESCRIPTION OF BUSINESS-
continued




DON
BENO PROPERTY, COPIAPO, CHILE




As
discussed above, we have acquired a 100% interest in approximately 14,574 acres
of exploration properties which covers the Don Beno property. The Don Beno
property group lies 100 kilometers south of Copiapo The properties are accessed
by traveling south on the Pan American for approximately 80 kilometers, then
traversing eastward for 20 kilometers along improved and maintained secondary
roads. Travel time from Copiapo is about 1 hour and 15 minutes. Copiapo is the
capital of Chile's 3rd Region, with a population of approximately 150,000
people, and an operating base for many of the larger regional mining projects of
such companies as Anglo American, Phelps Dodge, Barrick Gold, Codelco Chile,
etc. Copiapo is served by as many as 8 daily flights from two airlines,
including 4 flights a day to Santiago, and 2 flights per day to the north to
both Antofagasta, and Iquique, which are Chile's largest mining
centers.




Geology




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




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




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




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




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




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




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




10




ITEM 1. DESCRIPTION OF
BUSINESS -
continued




ESCONDIDA
PROJECT, COPIAPO, CHILE




As
discussed above, we have acquired a 100% interest in approximately 5,063 acres
of exploration properties which covers the Escondida property. The Escondida
precious metals project is located in Chile's 3rd Region, (or Atacama Region),
20 kilometers south of the port city of Caldera, and approximately 65 kilometers
from Copiapo, the region's capital, along 40 kilometers of the paved Pan
American highway, and 25 kilometers of improved graded secondary roads, all of
which are maintained by the Chilean government.




Atacama
is a mining region, with annual exports of mineral commodities exceeding 1
billion dollars. The region has excellent infrastructure for mining projects,
including major vendors for mining supplies and machinery, a skilled labor
force, and over 400 years of mining history. The regional Atacama airport is
only 20 kilometers from the project, with direct daily jet service to Santiago
and major mining centers to the north, from two airlines operating eight daily
flights.




The
exploration claims are located in a region of approximately 14,000 hectares -
140 square kilometers, or about 35,000 acres. The mineral target consists of a
sedimentary exhalative sulfide deposit of marine origin, which has been uplifted
through block faulting to form a low lying continental shelf. The mean
elevational average of the target mineralized zone is less than 150 meters - 500
feet. Sulfide mineralization at or near the surface consists almost entirely of
finely disseminated pyrite, in banded horizontal beds. The beds are commonly a
few centimeters to 10's of centimeters in thickness, to hundreds of meters and
possibly kilometers in length and width. The surface oxidation zone is typically
only about a meter in thickness. On the western edge of the mineralized zone,
wind and water have carved the mineralized beds to a depth of 20 to 30
meters.




Precious
metals mineralization is believed to be related to, and to a large degree,
contained within the pyritic minerals. Silver values are spotty and generally
report low results. Platinum group metals are also present, in order of
importance, as platinum, rhodium, and palladium. Gold and PGM values should
increase with depth and proximity to the original source of mineralization,
thought to be black smokers or similar underwater venting.




Infrastructure




A small
pilot facility for metallurgical testing has been erected. Facility resources
include capture of localized subterranean waters, at a rate of 30 liters per
minute. Also, storage, mixing and recycling ponds with capacity in excess of 2
million liters. Fiberglass processing tanks have been erected in 4 processing
lines, with a total capacity of 30,000 liters. Tankage can be employed for
recovery of precious metals either through activated carbon, or as is now being
done through reverse electrolysis. Power is generated on site and distributed to
various pumps, motors, and lighting. Workers quarters, field office, and storage
areas are also included.




The
property area is served by a number of improved and maintained roads, bounded on
the east by the Pan American highway, and on the west by the improved gravel and
dirt roads leading from Puerto Viejo to Caldera, and to Bahia Inglesa,
respectively. On the south portion of the property are two improved, graded dirt
roads, leading from the Pan American highway to Puerto Viejo, each of which
straddle one side Copiapo River Canyon. All of these roads are maintained by the
regional government. More than 90% of the property is accessible to in either
two or four wheel drive.




Line
power is located some 15 kilometers (straight distance) from the current pilot
plant site, near the Atacama Regional airport. The airport is served from a
substation near Caldera. Previous inquiries to the regional electrical supplier
indicated a willingness to extend a supply line to the property as production
merits.




Localized
water recovered at the plant site appears to be limited, probably no more than 1
liter per second available. The water is saline (11,000 ppm's dissolved salts).
In addition to the localized water recovered at the plant, two other sources of
water are readily available. The Copiapo River runs through the southern portion
of the property, and is located some 5 kilometers from the pilot plant. River
resource water emptying into the Puerto Viejo bay are probably in the 100 to 500
liters per second range, depending on how much seepage occurs in the
subterranean aquifer. The ocean is only a few kilometers distance from the plant
site.




Some of
the world's largest mining companies have operations which are headquartered in
Copiapo, including Phelps Dodge, Placer Dome-Barrick, Anglo American, Codelco
Chile, and so on. Enami runs a state custom smelter. A full range of local
support services exists for the mining industry, much of which is backstopped
either from Santiago or Antofagasta.




Cell
phone coverage exists on much of the property, including at the pilot testing
facility. Copiapo has a full range of communication services, including
internet, cable, and satellite.




Metropolitan
Copiapo has a population approaching 150,000. The countries oldest mining
university is located here. The labor force is sufficient and well educated for
management, supervisory and labor positions.




11




ITEM
1. DESCRIPTION OF BUSINESS-
continued




Geological
Setting




The
Escondida deposit is a former marine sediment which was mineralized while under
water. Regional block faulting uplifted the sediments forming a low continental
shelf. Hostrock consists almost entirely of the granodioritic coastal batholith,
which forms an uneven basement onto which the sediments were deposited from
continental runoff. The batholith protrudes as occasional low lying
hills.




The
Copiapo River was the largest regional contributor of sediments for the deposit.
Fine and medium grained sediments expelled into the ocean during flood runoff
were sorted and carried by the predominantly northward flowing currents
(Humboldt) where they settled out across the marine batholith.




Concurrent
with the deposition of the sediments, mineralized fluids discharged onto the
seafloor through localized faults and fractures, forming extensive stratiform
deposits of chemical precipitates, in this case largely sulfides of pyrite. The
discharge zones for seafloor mineralization were probably simple fumarole
conduits, or possibly black smoker chimneys. Precious metals of gold, silver,
and platinum group metals found within the deposit are associated with the
pyrites. The sediments are of a sufficiently young age, probably 500,000 to 2 MM
years, that they are largely pliable and unhardened. The top 4 to 5 meters can
be easily trenched, and bottom layers can be ripped. A large section of the
western portions of the deposit contain a top layer of blow sand, from 0.5 to 1
meters in thickness. Underneath the blow sand lies a layer of former reef type
material bound with medium to small rounded rocks, generally 20 to 30
centimeters in thickness. The localized water captured at the plant site flows
through this porous layer as seepage.




The
mineralized sediments are found under the reef layer as banded, horizontal
units. At the plant site, trenching has exposed these units to a depth of 5
meters. West of the plant site, the layers are exposed to depths of 10 to as
much as 30 meters. Five kilometers to the northeast of the plant site, a small
basin has been locally block faulted, exposing sediments to a depth of 12
meters. To the south, the Copiapo River has cut a channel exposing sediments at
several different points which vary in depth from 10 to 25 meters.




Iron
content and oxidized iron staining indicate variations in mineral intensity.
Proximity to fault and discharge zones should significantly increase precious
metals values. The exploration targets found
within the property are ideal for I.P. testing. Mineral resources can be easily
delineated through trenching and drilling.




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 and to create 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, exploration and drilling to create
mineral reserves, and to implement 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 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 and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities.”





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.




12




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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.





EMPLOYEES





We do not
employ any persons on a full-time or on a part-time basis. Andrew Brodkey, our
President/Chief Executive Officer, David Hackman, our Vice President of
Exploration, Jas Butalia, our Chief Financial Officer, and Harold Gardner, our
Chief Operating Officer/Vice President of Business Development are primarily
responsible for all of our day-to-day operations in conjunction with support
consultants and other contracting personnel. Other services are provided by
outsourcing, consultant, and special purpose contracts.





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 required
funds, or on terms satisfactory to us. The continued exploration of current and
future mineral properties and the development of our business will depend upon
our ability to establish the commercial viability of our mineral properties and
to ultimately develop cash flow from operations and reach profitable operations.
We currently are in the exploration stage and we have no revenue from operations
and we are experiencing significant negative cash flow. Accordingly, the only
other sources of funds presently available to us are through the sale of equity.
We presently believe that debt financing will not be an alternative to us as all
of our properties are in the exploration stage. Alternatively, we may
finance our business by offering an interest in any of our 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.




13




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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. 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.


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.






14




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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





We have a
history of operating losses, expect to continue to incur losses, and may never
be profitable, and we must be considered to be in the exploration stage.
Further, we have been dependent on sales of our equity securities and debt
financing to meet our cash requirements. We have incurred losses totaling
approximately ($3,806,977) from April 20, 2004 (inception) to April 30, 2008. As
of April 30, 2008, we had an accumulated deficit of ($3,806,977) and had
incurred losses of approximately $3,539,499 during fiscal year ended April 30,
2008. 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.





The
uncertainty and factors described throughout this section may impede our ability
to economically discover, acquire, develop and/or exploit mineral prospects. As
a result, we may not be able to achieve or sustain profitability or positive
cash flows from operating activities in the future.





The
financial statements for the fiscal years ended April 30, 2008 and April 30,
2007 have been prepared “assuming that the Company will continue as a going
concern,” which contemplates that we will realize our assets and satisfy our
liabilities and commitments in the ordinary course of business. Our ability to
continue as a going concern is dependent on raising additional capital to fund
our operations and ultimately on generating future profitable operations. There
can be no assurance that we will be able to raise sufficient additional capital
or eventually have positive cash flow from operations to address all of our cash
flow needs. If we are not able to find alternative sources of cash or generate
positive cash flow from operations, our business and shareholders will be
materially and adversely affected. See “Item 6. Management’s Discussion and
Analysis and Plan of Operation – Going Concern.”




We
will require additional funding in the future.





Based
upon our historical losses from operations, we will require additional funding
in the future. If we cannot obtain capital through financings or otherwise, our
ability to execute our exploration programs will be greatly limited. 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, 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.




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 which may cause the forfeiture of the lease in that
prospect. There can be no assurance that we will be able to successfully
integrate acquired properties, which could result in substantial costs and delays or
other operational, technical, or financial problems. Further, acquisitions could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from
operations.




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





Since
inception, our activities have been organizational and start up oriented and
have concentrated on obtaining working capital and funding for our exploration
initiatives. 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.






15




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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 proven 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
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.




The
marketability of minerals 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 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.





16




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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.




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 86,900,400 shares of common
stock issued and outstanding. Of the total number of issued and outstanding
shares of common stock, certain stockholders are able to resell up to 6,337,600
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 shares
registered under the registration statement, 3,150,400 shares are held of record
by existing shareholders and 3,187,200 shares are issuable upon the exercise of
3,187,200 warrants held by our existing shareholders.





As of the
date of this Annual Report, there are 47,022,400 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 “Part II. Item 5. Market for Common Equity and
Related Stockholder Matters and Small Business 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.




17




ITEM
1. DESCRIPTION OF BUSINESS-
continued




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 3,600,000,000 shares of
common stock. 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 and Canada,
with the result that it may be difficult for investors to enforce within the
United States and or Canada 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.




18


ITEM
2. DESCRIPTION OF PROPERTIES





We
sub-lease our principal office space located at 3430 East Sunrise Drive, Suite
160, Tucson, Arizona 85718 under an informal verbal arrangement with a Canadian
exploration company that has two of our directors in common (“Lessor”). The
office space relates to our US based operations that provides organizational
staging for South American and Mexican exploration operations.  Office
rent costs us approximately $4,000 monthly. The Company has guaranteed the
head lease effective September, 1, 2007 that obligates the Company under
conditions of default by the Lessor, to pay monthly lease amounts relating to
the Company’s Tucson offices until the end of the lease term through October 31,
2010 or as amended or renewed.  As at April 30, 2008, the gross value
of the guarantee was $348,548 noting that the amount would be payable on a
monthly basis over the remaining term ending in October, 2010.




We also
rent operating offices in Chile and Peru with Pacific Copper Corp., a Delaware
public corporation (“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, and companies who act as
operator to the Company in Chile and Mexico. See “Part III. Item 12. Certain
Relationships and Related Transactions and Director Independence.”






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, 2008, no matters were submitted to our stockholders
for approval.










PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
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. The market for our common stock is
limited, and can be volatile. The following table sets forth the high and low
bid prices relating to our common stock on a quarterly basis for the periods
indicated as quoted by the NASDAQ stock market. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions.




Month
      Ended
            
            High
      Bid
            
            
            Low
      BidJune
      30, 2008
            
            $0.95
            
            
            $0.55March
      31, 2008
            
            $0.72
            
            
            $0.49December
      31, 2007
            
            $0.98
            
            
            $0.75August
      31, 2007
            
            $1.01
            
            
            $1.00June
      30, 2007
            
            $1.55
            
            
            $1.20March
      31, 2007
            
            $1.10
            
            
            $1.01February
      28, 2007
            
            $1.10
            
            
            $1.05





As of
July 28, 2008, we had 145 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 currently indicate the inability to pay any cash dividends, and we do
not indicate the intention of paying cash dividends on our common stock in the
foreseeable future.






19




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




SECURITIES
AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS


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





Plan
      Category
            
            Number
      of Securities to be Issued Upon Exercise of Outstanding Options, Warrants
      and Rights
                (a)
            
            
            Weighted-Average
      Exercise Price of Outstanding Options, Warrants and Rights
                (b)
            
            
            Number
      of Securities Remaining Available for Future Issuance Under Equity
      Compensation Plans (excluding column (a))Equity
      Compensation Plans Approved by Security Holders
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Equity
      Compensation Plans Not Approved by Security Holders
              
              2008
      Stock Option Plan
            
            
            -0-
            
            
            
            n/a
            
            
            
            10,000,000*1
              13,035,060*2Warrants
            
            
            4,670,000
              800,000
            
            
            
            $0.70
              $1.50
            
            
            n/a
              n/aTotal
            
            
            5,470,000
            
            
            
            --
            
            
            
            --




*1The maximum number of shares that may
be granted in the form of incentive stock options is
10,000,000.


*2Available shares based upon 15% of the total issued and outstanding of
86,900,400 shares of common stock.





2008
Stock Incentive Plan (“the 2008 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
10,000,000.





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 of 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 10,000,000 shares in the form
of incentive stock options. At the time a Stock Option is granted under the 2008
Plan, the Board of Directors shall fix and determine the exercise price at which
shares of our common stock may be acquired.




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





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





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.





20




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




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.





RECENT
SALES OF UNREGISTERED SECURITIES





As of the
date of this Annual Report and during fiscal year ended April 30, 2008, to
provide capital, we sold stock in private placement offerings, issued stock in
exchange for our debts or pursuant to contractual agreements as set forth
below.





2007
Private Placement Offering




Between
April 27, 2007 and July 11, 2007, we completed a private placement offering (the
“2007 Private Placement”) with certain non-United States residents
(collectively, the “Investors”). In accordance with the terms and provisions of
the 2007 Private Placement, we issued to the Investors in four tranches an
aggregate of 3,150,400 units at a per unit price of $1.25 (the “Unit”) in our
capital for aggregate proceeds of $3,938,000. Each Unit was comprised of one
share of restricted common stock and one full non-transferable warrant (the
“Warrant”). Each Warrant is exercisable at $1.50 per share for a period until
October 31, 2009.  The Units under the 2007 Private Placement were
sold to the Investors in reliance on Regulation S promulgated under the United
States Securities Act of 1933, as amended (the “Securities Act”). The 2007
Private Placement has not been registered under the Securities Act or under any
state securities laws and may not be offered or sold without registration with
the United States Securities and Exchange Commission or an applicable exemption
from the registration requirements. The per share price of the Units was
arbitrarily determined by our Board of Directors based upon analysis of certain
factors including, but not limited to, stage of development and exploration of
properties, industry status, investment climate, perceived investment risks, our
assets and net estimated worth. The Investors executed subscription agreements
and acknowledged that the securities to be issued have not been registered under
the Securities Act, that they understood the economic risk of an investment in
the securities, and that they had the opportunity to ask questions of and
receive answers from our management concerning any and all matters related to
acquisition of the common stock.  As of April 30, 2007, we had
received $2,600,000 towards the 2007 Private Placement which was completed in
fiscal 2008.




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 shares of our restricted common stock to Surfside
valued at a price per share of $0.80.




Warrants




In
accordance with the terms and conditions of the Mineral Property Acquisition
Agreement, on May 18, 2007, we issued an aggregate 4,670,000 warrants to
purchase 4,670,000 shares of our restricted common stock at a price of $0.70 per
share for an exercise term until May 18, 2009 as part of
mineral property acquisition costs in connection with acquisition of our
interests in the Property, of which 808,500 warrants were issued to Harold
Gardner who was our prior Chief Executive Officer/President, and is currently
Vice President of Business Development. See “Part III. Item 12. Certain
Relationships and Related Transactions and Director Independence.”




On May
18, 2007 we issued an aggregate of 800,000 warrants to purchase 800,000 shares
of our restricted common stock at a price of $1.50 per share for a term until
May 18, 2009. The warrants were issued in connection management services to be
rendered by our Chief Executive Officer/President, with all such services
provided in the year ended April 30, 2008.  See “Part III. Item 12.
Certain Relationships and Related Transactions and Director
Independence.”




21




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




Cancellation
of Shares





On May 7,
2007,  in connection with the Mineral Property Acquisition Agreement
and corporate restructuring, an aggregate of 132,850,000 shares of our common
stock held by certain of our directors and founding shareholders were returned
to treasury for no consideration and cancelled on the basis of prior
negotiations.







ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN 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 year ended April 30, 2008, 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.




RESULTS
OF OPERATION




Fiscal
      Year
              Ended
              April
      30, 2008
            
            
            Fiscal
      Year
              Ended
              April
      30, 2008
            
            
            For
      the period
              from
      inception
              (April
      20, 2004) to
              April
      30, 2008ExpensesConsulting
            
            $
            377,906
            
            
            $
            -0-
            
            
            $
            377,906Depreciation
            
            
            74,331
            
            
            
            -0-
            
            
            
            74,331Donated
      services
            
            
            -0-
            
            
            
            9,000
            
            
            
            25,500Filing/transfer
      agent fees
            
            
            18,607
            
            
            
            -0-
            
            
            
            18,607Management
      and
              administration
            
            
            368,337
            
            
            
            -0-
            
            
            
            368,337Mineral
      property costs
            
            
            2,279,644
            
            
            
            53,388
            
            
            
            2,334,984Office
      and general
            
            
            280,610
            
            
            
            94,554
            
            
            
            381,434Professional
      fees and organizational costs
            
            
            204,360
            
            
            
            63,508
            
            
            
            290,174Total
      expenses
            
            
            3,603,795
            
            
            
            220,450
            
            
            
            3,871,273Interest
      income
            
            
            64,296
            
            
            
            -0-
            
            
            
            64,296Net
      Loss
            
            $
            (3,539,499
            )
            
            $
            (220,450
            )
            
            $
            (3,806,977
            )





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.





Fiscal
Year Ended April 30, 2008 Compared to Fiscal Year Ended April 30,
2007.





Our net
loss for fiscal year ended April 30, 2008 was ($3,539,499) compared to a net
loss of ($220,450) during fiscal year ended April 30, 2007 (an increase of
$3,319,049). During fiscal years ended April 30, 2008 and 2007, we did not
generate any revenue.





During
fiscal year ended April 30, 2008, we incurred expenses of $3,603,795 compared to
$220,450 incurred during fiscal year ended April 30, 2007 (an increase of
$3,383,345). These expenses incurred during fiscal year ended April 30, 2008
consisted of: (i) consulting of $377,906 (2007: $-0-); (ii) depreciation of
$74,331 (2007: $-0-); (iii) donated services of $-0- (2007: $9,000); (iv)
filing and transfer agent fees of $18,607 (2007: $-0-); (v) management and
administration of $368,337 (2007: $-0-); (vi) mineral property costs of
$2,279,644 (2007: $53,388); (vii) office and general of $280,610 (2007:
$94,554); and (viii) professional fees and organizational costs of $204,360
(2007: $63,508).





22




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




Expenses
incurred during fiscal year ended April 30, 2008 compared to fiscal year ended
April 30, 2007 increased primarily due to the increased mineral property costs
incurred in South America and Mexico relating to the acquisition of our
Property. Professional fees and organizational costs and office and general
expenses also increased correspondingly relating to the increased scale and
scope of business operations. General and administrative expenses generally
include corporate overhead, financial and administrative contracted services,
marketing, and consulting costs.





Expenses
incurred during fiscal year ended April 30, 2008 of $3,603,795 were offset by
interest income of $64,296 (2007: $-0-) resulting in a net loss of
($3,539,499).





Our net
loss during fiscal year ended April 30, 2008 was ($3,539,499) compared to a net
loss of ($220,450) during fiscal year ended April 30, 2007. Our net loss during
fiscal year ended April 30, 2008 was ($0.039) per share compared to a net loss
($0.001) per share during fiscal year ended April 30, 2007. The weighted average
number of shares outstanding was 89,234,495 for fiscal year ended April 30, 2008
compared to 205,564,932 for fiscal year ended April 30, 2007 (as increased by
the forward stock split effective February 9, 2007 on a thirty six for one
(36:1) basis).





LIQUIDITY
AND CAPITAL RESOURCES





Fiscal
Year Ended April 30, 2008





As at
fiscal year ended April 30, 2008, our current assets were $217,147 and our
current liabilities were $348,358, which resulted in a working capital
deficiency of ($131,211). As at fiscal year ended April 30, 2008, current assets
were comprised of: (i) $68,551 in cash; (ii) $1,726 in prepaid expenses; (iii)
$14,370 in accounts receivable; and (iv) $132,500 in loan receivable. As at
fiscal year ended April 30, 2008, current liabilities were comprised of: (i)
$295,207 in accounts payable and accrued liabilities; and (ii) $53,151 due to
related parties.





As at
fiscal year ended April 30, 2008, our total assets were $1,925,141 comprised of:
(i) $217,147 in current assets; (ii) $435,267 in valuation of equipment (net of
accumulated depreciation of $74,331); and (iii) $1,272,727 in valuation of
mineral properties compared to total assets of $2,707,584 as at fiscal year
ended April 30, 2007. The decrease in total assets during fiscal year ended
April 30, 2008 from fiscal year ended April 30, 2007 was primarily due to lower
cash resources from exploration initiatives and company operations incurred
during th year offset by increases in the recording of valuation of our
interests in the mineral properties and equipment.





As at
fiscal year ended April 30, 2008, our total liabilities were $348,358 comprised
entirely of current liabilities. The slight increase in liabilities during
fiscal year ended April 30, 2008 from fiscal year ended April 30, 2007 was
primarily due to the increase in accounts payable and accrued liabilities. See “
– Material Commitments.”


Stockholders’
equity (deficit) decreased from $2,468,322 for fiscal year ended April 30, 2007
to $1,144,056 for fiscal year ended April 30, 2008.





Cash
Flows from Operating Activities





We have
not generated positive cash flows from operating activities. For fiscal year
ended April 30, 2008, net cash flows used in operating activities was
($2,913,902) consisting primarily of a net loss of ($3,539,499). Net cash flows
used in operating activities was adjusted by $209,293 for non-cash management
fees, $74,311 for depreciation, and ($7,500) for accrued interest income. Net
cash flows used in operating activities was further changed by a decrease of
$175,001 in prepaid expenses, an increase of $188,842 in accounts payable and
accrued liabilities, and an increase of $14,370 in other receivable. For fiscal
year ended April 30, 2007, net cash flows used in operating activities was
($287,653) consisting primarily of a net loss of ($220,450), and adjusted by
$3,000 in donated rent and $9,000 in donated services. Net cash flows used in
operating activities was further changed by an increase of $175,661 in prepaid
expenses and $96,458 in accounts payable and accrued liabilities.





Cash
Flows from Investing Activities





For
fiscal year ended April 30, 2008, net cash flows used in investing activities
was ($509,598) consisting of the purchase of equipment for South American
exploration operations. For fiscal year ended April 30, 2007, net cash flows
used in investing activities was ($125,000) consisting of loan
receivable.






23




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




Cash
Flows from Financing Activities





We have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments. For fiscal year ended April 30, 2008, net cash
flows provided from financing activities was $1,086,194 compared to $2,818,453
for fiscal year ended April 30, 2007. Cash flows from financing activities for
fiscal year ended April 30, 2008 consisted primarily of $1,165,940 in proceeds
from common stock issuances and subscriptions offset by ($79,746) in repayments
to related parties. Cash flows from financing activities for fiscal year ended
April 30, 2007 consisted primarily of $2,701,250 in proceeds from common stock
issuances and subscriptions and $117,203 in advances from related
parties.





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




PLAN
OF OPERATION AND FUNDING





Existing
working capital, further advances and debt instruments, and anticipated cash
flow 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 and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating
to: (i) mineral properties; (ii) possible drilling initiatives on current
properties and future properties; and (iii) future property acquisitions. We
intend to finance these expenses with further issuances of securities, and debt
issuances. Thereafter, 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.





During
fiscal year ended April 30, 2008, we engaged in the 2007 Private Offering
pursuant to which we issued in four tranches an aggregate of 3,150,400 Units for
aggregate proceeds of $3,938,000.





MATERIAL
COMMITMENTS





As of the
date of this Annual Report, and other than our obligations under the Mineral
Property Acquisition Agreement, as incurred, and the Consulting Services
Agreement and the Corporate Support Agreement, we do not have any material
commitments other than the head lease joint and several guarantee relating to
our Tucson, AZ offices (see ITEM 2. DESCRIPTION OF PROPERTIES).





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 Annual 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 February 29, 2008 and February 28,
2007 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.







24




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




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, The Meaning ofPresent Fairly
in Conformity with Generally Accepted Accounting Principles.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 and will be adopted by us beginning in the
first quarter of 2009. We do not expect there to be any significant impact of
adopting SFAS 161 on its financial position, cash flows and results of
operations.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No.
160"), which will change the accounting and reporting for minority interests,
which will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity’s first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management is in the
process of evaluating the impact, if any, SFAS 160 will have on our financial
statements upon adoption.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS
No. 141R”). SFAS No. 141R will change the accounting for business combinations.
Under SFAS No. 141R, an acquiring entity will be required to recognize all the
assets acquired and liabilities assumed in a transaction at the acquisition-date
fair value with limited exceptions. SFAS No. 141R will change the accounting
treatment and disclosure for certain specific items in a business combination.
SFAS No. 141R applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the entity’s first annual
reporting period beginning on or after December 15, 2008. Accordingly, any
business combinations completed by us prior to January 1, 2009 will be recorded
and disclosed following existing GAAP. Management is in the process of
evaluating the impact, if any, SFAS 141 will have on our financial statements
upon adoption.
























25


ITEM
7. FINANCIAL STATEMENTS




ZORO
MINING CORP.
  (An
Exploration Stage Company)
  Consolidated
Financial Statements
  April
30, 2008
 
   
  PageReport of
      Independent Registered Public Accounting Firm Dated July 23,
      2008
              27Consolidated Balance
      Sheets as at April 30, 2008 and April 30, 2007
              28Consolidated
      Statements of Operations for Fiscal Years Ended April 30, 2008 and April
      30, 2007 and for the Period from April 20, 2004 (Inception) to April 30,
      2008
              29Consolidated
      Statements of Cash Flows for the Fiscal Years Ended April 30, 2008 and
      April 30, 2007 and for the Period from April 20, 2004 (Inception) to April
      30, 2008
              30Consolidated
      Statement of Stockholders' Equity for the Period from April 20, 2004
      (Inception) to April 30, 2008
              31Notes to
      the Consolidated Financial Statements
              32
   
  26
  
 
 
 
 
 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 2008 and 2007 and the related
consolidated statements of operations, stockholders’ equity and cash flows for
the years ended April 30, 2008 and 2007 and the period from April 20, 2004
(inception) through April 30, 2008.  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, 2008 and
2007 and the results of its operations and its cash flows for the years ended
April 30, 2008 and 2007 and the period from April 20, 2004 (inception) through
April 30, 2008 in conformity with accounting principles generally accepted in
the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has not generated revenues since inception,
has incurred losses in developing its business, and further losses are
anticipated.  The Company requires additional funds to meet its
obligations and the costs of its operations.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans in this regard are described in Note
1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 “DMCL”
 
 DALE
MATHESON CARR-HILTON LABONTE LLP
 CHARTERED
ACCOUNTANTS
 Vancouver,
Canada
 July 23,
2008
 
 
 
 
  27
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Balance Sheets
 
 
 April
      30,
                2008
                $
              
              
              April
      30,
                2007
                $CURRENT
      ASSETSCash
              
              
              68,551
              
              
              
              2,405,857Prepaid
      expenses
              
              
              1,726
              
              
              
              176,727Other
      receivables
              
              
              14,370
              
              
              
              -Loan
      receivable (Note 3)
              
              
              132,500
              
              
              
              125,000Total
      Current Assets
              
              
              217,147
              
              
              
              2,707,584EQUIPMENT
      (Note 5)
              
              
              435,267
              
              
              
              -MINERAL
      PROPERTIES (Note 4)
              
              
              1,272,727
              
              
              
              -TOTAL
      ASSETS
              
              
              1,925,141
              
              
              
              2,707,584LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
              
              
              295,207
              
              
              
              106,365Due
      to related parties (Note 6)
              
              
              53,151
              
              
              
              132,897Total
      Current Liabilities
              
              
              348,358
              
              
              
              239,262DEFERRED
      INCOME TAX LIABILITY (Note 10)
              
              
              432,727
              
              
              
              -Stockholders’
      EquityCapital stock (Note
      7)
                3,600,000,000 shares authorized,
      $0.00001 par value86,750,400 shares issued and
      outstanding (2007 – 216,450,000)
              
              
              868
              
              
              
              2,164Additional paid-in
      capital
              
              
              4,915,665
              
              
              
              99,136Subscriptions received (Note
      7)
              
              
              -
              
              
              
              2,600,000Donated capital (Note
      6)
              
              
              34,500
              
              
              
              34,500Deficit accumulated during the
      exploration stage
              
              
              (3,806,977
              )
              
              
              (267,478
              )Total
      Stockholders’ Equity
              
              
              1,144,056
              
              
              
              2,468,322TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              
              1,925,141
              
              
              
              2,707,584
 
 GOING
CONCERN CONTINGENCY(Note 1)
 SUBSEQUENT
EVENT (Note 12)
 COMMITMENTS
(Notes 4, 8)
  The
accompanying notes are an integral part of the consolidated financial
statements
 28
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statements of Operations
 
 For
      the Year Ended April 30, 2008
              
              
              For
      the Year Ended April 30, 2007
              
              
              From
      April 20, 2004 (Date of Inception) to April 30, 2008$
              
              
              $
              
              
              $ExpensesConsulting
      (Note 6)
              
              
              377,906
              
              
              
              -
              
              
              
              377,906Depreciation
              
              
              74,331
              
              
              
              -
              
              
              
              74,331Donated
      services (Note 6)
              
              
              -
              
              
              
              9,000
              
              
              
              25,500Filing
      and transfer agent fees
              
              
              18,607
              
              
              
              -
              
              
              
              18,607Management
      and administration fees
              
              
              368,337
              
              
              
              -
              
              
              
              368,337Mineral
      exploration costs (Note 4)
              
              
              2,279,644
              
              
              
              53,388
              
              
              
              2,334,984Office
      and general (Note 6)
              
              
              280,610
              
              
              
              94,554
              
              
              
              381,434Professional
      fees
              
              
              204,360
              
              
              
              63,508
              
              
              
              290,174(3,603,795
              )
              
              
              (220,450
              )
              
              
              (3,871,273
              )Other
      incomeInterest income
              
              
              64,296
              
              
              
              -
              
              
              
              64,296Net
      loss
              
              
              (3,539,499
              )
              
              
              (220,450
              )
              
              
              (3,806,977
              )Basic
      and diluted  loss per common share
              
              
              (0.04
              )
              
              
              (0.01
              )Weighted
      average number of common shares outstanding (Notes 1 and
    2d)
              
              
              89,234,495
              
              
              
              205,564,932
 
 
 
 
 
 
 
 
 
 
  The
accompanying notes are an integral part of the consolidated financial
statements
 29
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statements of Cash Flows
 
 For
      the Year
                Ended
      April 30,
                2008
                $
              
              
              For
      the Year Ended April 30, 2007
                $
              
              
              From
                April
      20, 2004
                (Date
      of Inception)
                to
      April 30,2008
                $Cash
      Flows Used In Operating ActivitiesNet
      loss
              
              
              (3,539,499
              )
              
              
              (220,450
              )
              
              
              (3,806,977
              )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
              
              
              74,331
              
              
              
              -
              
              
              
              74,331Non-cash
      management fees
              
              
              209,293
              
              
              
              -
              
              
              
              209,293Accrued
      interest income
              
              
              (7,500
              )
              
              
              -
              
              
              
              (7,500
              )Donated
      rent
              
              
              -
              
              
              
              3,000
              
              
              
              9,000Donated
      services
              
              
              -
              
              
              
              9.000
              
              
              
              25,500Change
      in operating assets and liabilities:Decrease
      (increase) in prepaid expenses
              
              
              175,001
              
              
              
              (175,661
              )
              
              
              (1,726
              )Increase
      in other receivables
              
              
              (14,370
              )
              
              
              -
              
              
              
              (14,370
              )Increase
      (decrease) in due to related parties
              
              
              (79,746
              )
              
              
              117,203
              
              
              
              53,151Increase
      in accounts payable and accrued liabilities
              
              
              188,842
              
              
              
              96,458
              
              
              
              295,207Net
      Cash Used in Operating Activities
              
              
              (2,
      993,648
              )
              
              
              (170,450
              )
              
              
              (3,164,091
              )Cash
      Flows Used In Investing ActivitiesPurchase of
    equipment
              
              
              (509,598
              )
              
              
              -
              
              
              
              (509,598
              )Loan receivable
              
              
              -
              
              
              
              (125,000
              )
              
              
              (125,000
              )Net
      Cash Used In Investing Activities
              
              
              (509,598
              )
              
              
              (125,000
              )
              
              
              (634,598
              )Cash
      Flows From Financing ActivitiesProceeds from common stock
      issuances and subscriptions
              
              
              1,165,940
              
              
              
              2,701,250
              
              
              
              3,867,240Net
      Cash From Financing Activities
              
              
              1,165,940
              
              
              
              2,701,250
              
              
              
              3,867,240Increase
      (Decrease) in Cash
              
              
              (2,337,306
              )
              
              
              2,405,800
              
              
              
              68,551Cash
      - Beginning
              
              
              2,405,857
              
              
              
              57
              
              
              
              –Cash
      - Ending
              
              
              68,551
              
              
              
              2,405,857
              
              
              
              68,551Supplemental
      DisclosuresInterest
      paid
              
              
              –
              
              
              
              –
              
              
              
              –Income
      taxes paid
              
              
              –
              
              
              
              –
              
              
              
              –
 
 Other
Non-cash Investing and Financing Activities – Note 9
 
 
 
 
 
 
 
 
 
  The
accompanying notes are an integral part of the consolidated financial
statements
 30
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statement of Stockholders’ Equity
 From
April 20, 2004 (Date of Inception) to April 30, 2008
 DeficitAccumulatedAdditional
              
              
              Common
              
              
              During
      thePaid-in
              
              
              Stock
              
              
              Exploration
              
              
              DonatedCommon
      Stock
              
              
              Capital
              
              
              Subscriptions
              
              
              Stage
              
              
              Capital
              
              
              Total#
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $Balance
      – April 20, 2004 (Date of Inception)
              
              
              –
              
              
              
              –
              
              
              
              -
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Issuance
      of common shares for cashat
      $.00001/share
              
              
              144,000,000
              
              
              
              1,440
              
              
              
              (1,400
              )
              
              
              (40
              )
              
              
              –
              
              
              
              –
              
              
              
              –Net
      loss for the period
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (1,858
              )
              
              
              –
              
              
              
              (1,858
              )Balance
      – April 30, 2004
              
              
              144,000,000
              
              
              
              1,440
              
              
              
              (1,400
              )
              
              
              (40
              )
              
              
              (1,858
              )
              
              
              –
              
              
              
              (1,858
              )Issuance
      of common shares for cashat
      $.00001/share
              
              
              36,000,000
              
              
              
              360
              
              
              
              (350
              )
              
              
              (10
              )
              
              
              –
              
              
              
              –
              
              
              
              –Share
      subscriptions received
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              40
              
              
              
              –
              
              
              
              –
              
              
              
              40Donated
      rent and services
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              10,500
              
              
              
              10,500Net
      loss for the year
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (32,480
              )
              
              
              –
              
              
              
              (32,480
              )Balance
      – April 30, 2005
              
              
              180,000,000
              
              
              
              1,800
              
              
              
              (1,750
              )
              
              
              (10
              )
              
              
              (34,338
              )
              
              
              10,500
              
              
              
              (23,798
              )Share
      subscriptions received
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              10
              
              
              
              –
              
              
              
              –
              
              
              
              10Donated
      rent and services
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              12,000
              
              
              
              12,000Net
      loss for the year
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (12,690
              )
              
              
              –
              
              
              
              (12,690
              )Balance
      – April 30, 2006
              
              
              180,000,000
              
              
              
              1,800
              
              
              
              (1,750
              )
              
              
              –
              
              
              
              (47,028
              )
              
              
              22,500
              
              
              
              (24,478
              )Issuance
      of common shares for cashat
      $0.00277/share
              
              
              36,450,000
              
              
              
              364
              
              
              
              100,886
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              101,250Share
      subscriptions received
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              2,600,000
              
              
              
              –
              
              
              
              –
              
              
              
              2,600,000Donated
      rent and services
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              12,000
              
              
              
              12,000Net
      loss for the year
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (220,450
              )
              
              
              –
              
              
              
              (220,450
              )Balance
      – April 30, 2007
              
              
              216,450,000
              
              
              
              2,164
              
              
              
              99,136
              
              
              
              2,600,000
              
              
              
              (267,478
              )
              
              
              34,500
              
              
              
              2,468,322Shares
      and warrants issued for private placement at $1.25 per unit (Note
      7(a))
              
              
              3,150,400
              
              
              
              32
              
              
              
              3,765,908
              
              
              
              (2,600,000
              )
              
              
              –
              
              
              
              –
              
              
              
              1,165,940Share
      cancellation (Note 7(a))
              
              
              (132,850,000
              )
              
              
              (1,328
              )
              
              
              1,328
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Fair
      value of warrants issued for mineral properties (Note 4)
              
              
              –
              
              
              
              –
              
              
              
              840,000
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              840,000Fair
      value of warrants issued for services    (Note
      7(b))
              
              
              –
              
              
              
              –
              
              
              
              209,293
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              209,293Net
      loss
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (3,539,499
              )
              
              
              –
              
              
              
              (
      3,539,499
              )Balance
      – April 30, 2008
              
              
              86,750,400
              
              
              
              868
              
              
              
              4,915,665
              
              
              
              –
              
              
              
              (3,806,977
              )
              
              
              34,500
              
              
              
              1,144,056
 
 All share amounts have been restated to reflect the 36:1 reverse share
split on February 9, 2007 (refer to Note 1).
    The
accompanying notes are an integral part of the consolidated financial
statements
 31
 
 Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  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 and to determine the
existence, discovery and successful exploitation of economically recoverable
reserves in its resource properties, confirmation of the Company’s interests in
the underlying properties, and the attainment of profitable operations. As at
April 30, 2008, the Company has accumulated losses of $3,806,977 since inception
and has a working capital deficiency of $131,211. These factors raise
substantial doubt regarding the Company’s ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
 
 Share
Split
 
 On
February 9, 2007 the Company increased the number of shares of the Company's
authorized share capital and correspondingly increased the number of its issued
and outstanding common shares, in each case on a thirty-six (36) new shares for
one (1) old share basis.  As a result, the Company's authorized share
capital was increased from 100,000,000 common shares to 3,600,000,000 common
shares, and the Company's issued and outstanding common stock was increased from
6,012,500 common shares to 216,450,000 common shares. The par value of the
Company's common shares, which is $0.00001 per common share, has not
changed.  The financial statements have been restated to give
retroactive effect to the stock split, unless otherwise noted.
 
 Name
Change and Merger
 
 Effective
on March 19, 2007, solely for the purposes of effecting a name change, the
Company (as Rochdale Mining Corporation), merged with a new wholly-owned
subsidiary, Zoro Mining Corp., pursuant to Articles of Merger that the Company
filed with the Nevada Secretary of State. The merger was in the form of a
parent/ subsidiary merger, with the Company as the surviving corporation. Upon
completion of the merger, the Company's name was changed to "Zoro Mining Corp."
and the Company's Articles of Incorporation have been amended to reflect this
name change.
  The
Company’s common shares trade on the United States OTC Bulletin Board and on the
Frankfurt Stock Exchange.
 
 2.
              Summary
      of Significant Accounting Policies
 
 a)
              Basis
      of Presentation and Fiscal Year
                
                These financial statements and related
      notes are presented in accordance with accounting principles generally
      accepted in the United States, and are expressed in US
      dollars.  The Company’s fiscal year-end is April
    30.
  b)
              Principles
      of Consolidation
                
                The Company has incorporated three
      wholly-owned subsidiaries in each of Peru (Zoro Mining SAC, dba “Zoro
      Peru”), Chile (Sociedad 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.
 
  32
 
 Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  2.
              Summary
      of Significant Accounting Policies
(continued)
  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, stock-based compensation, 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, 2008, the Company has no items that represent a comprehensive
      loss and, therefore, has not included a schedule of comprehensive loss in
      these financial statements.
  g)
              Mineral
      Property Costs
                
                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.
                The
      Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
      Retirement Obligations” which establishes standards for the initial
      measurement and subsequent accounting for obligations associated with the
      sale, abandonment, or other disposal of long-term tangible assets arising
      from the acquisition, construction or development and for normal
      operations of such assets. As of April 30, 2008, any potential costs
      related to the retirement of the Company’s mineral property interests have
      not yet been determined.
 
 33
 Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  2.
              Summary
      of Significant Accounting Policies
(continued)
  h)
              Financial
      Instruments
                
                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 values of cash, other receivables, loan
      receivable, accounts payable and accruals approximate their fair values
      due to the short-term maturity of these instruments. The fair value of the
      amounts due to  related parties is not determinable as they have
      no specific repayment terms.
  i)
              Income
      Taxes
                
                Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
      “Accounting for Income
      Taxes,” as of its inception. Pursuant to SFAS No. 109 the Company
      is required to compute tax asset benefits for net operating losses carried
      forward. Potential benefit of net operating losses have not been
      recognized in these financial statements because the Company cannot be
      assured it is more likely than not it will utilize the net operating
      losses carried forward in future years.
                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 in 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.
   34
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  2.
              Summary
      of Significant Accounting Policies
(continued)
  l)
              Recent
      Accounting Pronouncement
                
                In
      December 2007, the FASB issued SFAS No. 141 (Revised) “Business
      Combinations”. SFAS 141 (Revised) establishes principles and requirements
      for how the acquirer of a business recognizes and measures in its
      financial statements the identifiable assets acquired, the liabilities
      assumed, and any noncontrolling interest in the acquiree. The statement
      also provides guidance for recognizing and measuring the goodwill acquired
      in the business combination and determines what information to disclose to
      enable users of the financial statements to evaluate the nature and
      financial effects of the business combination. The guidance will become
      effective for the fiscal year beginning after December 15, 2008.
      Management is in the process of evaluating the impact, if any, SFAS 141
      (Revised) will have on the Company’s financial statements upon
      adoption.
                In
      December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
      Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160
      establishes accounting and reporting standards for the noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. The
      guidance will become effective for the fiscal year beginning after
      December 15, 2008. Management is in the process of evaluating the impact,
      if any, SFAS 160 will have on the Company’s financial statements upon
      adoption.
                  
                  On
      December 21, 2007, the Securities and Exchange Commission issued Staff
      Accounting Bulletin No. 110, (“SAB 110”). SAB 110 provides guidance to
      issuers on the method allowed in developing estimates of expected term of
      “plain vanilla” share options in accordance with SFAS No. 123(R),
      “Share-Based Payment”. The staff will continue to accept, under certain
      circumstances, the use of a simplified method beyond December 31, 2007
      which amends question 6 of Section D.2 as included in SAB 107, “Valuation
      of Share-Based Payment Arrangements for Public Companies”, which stated
      that the simplified method could not be used beyond December 31, 2007. SAB
      110 is effective January 1, 2008. The Company does not expect there to be
      any significant impact of adopting SAB 110 on its financial position, cash
      flows and results of operations.
                  
                  In
      March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
      Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to
      improve financial reporting about derivative instruments and hedging
      activities by requiring enhanced disclosures to enable investors to better
      understand their effects on an entity's financial position, financial
      performance, and cash flows. SFAS 161 achieves these improvements by
      requiring disclosure of the fair values of derivative instruments and
      their gains and losses in a tabular format. It also provides more
      information about an entity's liquidity by requiring disclosure of
      derivative features that are credit risk-related. Finally, it requires
      cross-referencing within footnotes to enable financial statement users to
      locate important information about derivative instruments. SFAS 161 will
      be effective for financial statements issued for fiscal years and interim
      periods beginning after November 15, 2008, and will be adopted by the
      Company beginning in the first quarter of fiscal 2009. The Company does
      not expect there to be any significant impact of adopting SFAS 161 on its
      financial position, cash flows and results of operations.
                  
                  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, The Meaning ofPresent
      Fairly in Conformity with Generally Accepted Accounting
      Principles.  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
 
 
  35
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  3.
              Loan
      Receivable
                
                During the year ended April 30, 2007, $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,
      2008, and interest continues to accrue.  During the year ended
      April 30, 2008, interest of $7,500 (2007 - $nil) has been accrued on this
      note.
  4.
              Mineral
      Properties
                
                Canada
      and United States
                The
      Company had acquired a 100% interest in the Arlington #1 and Arlington #2
      mineral claims located in the Greenwood Mining Division, British Columbia,
      Canada for $1,858 (CDN$2,500).  During 2005 these claims were
      converted into one larger claim covering a total of 942
      hectares.  Title to the property was held by the past president
      and current director of the Company in trust on behalf of the
      Company.  Mineral property costs include direct expenditures of
      $15,155 since inception related to this property, of which $5,301 was
      incurred in the year ended April 30, 2007.  As at April 30, 2007
      the Company decided not to renew its interest in this property and
      forfeited its interest in these claims.
                  
                  South
      America and Mexico
                  
                  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, totalling 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 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 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 warrants to
      purchase restricted common shares of the Company at a price of $0.70 per
      share for a term until May 18, 2009 for finders’ fees in connection with
      the exploration properties acquired of which 808,500 warrants were issued
      to 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 10.  The acquisition cost of $1,272,727 has been
      apportioned by exploration acreage in Chile, Peru, and Mexico in the
      amounts of $889,436, $ 160,981, and $222,310
      respectively.
                    
                    During
      the year ended April 30, 2007, the Company paid $48,087 in costs relating
      to due diligence of a possible gold property acquisition in Brazil which
      never completed.
   36
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  4.
                Mineral
      Properties (continued)
                  
                  South
      America and Mexico (continued)
                    
                    Mineral
      exploration costs by area of exploration for the years ended April 30,
      2008 and 2007 were as
follows:
  2008
              
              
              2007ChileDrilling
              
              $
              34,860
              
              
              $
              -Field supplies
              
              
              134,155
              
              
              
              -Geological, mapping and
      survey
              
              
              502568
              
              
              
              -Property
      maintenance
              
              
              154,798
              
              
              
              -Site
    administration
              
              
              312,890
              
              
              
              -Travel
              
              
              18,532
              
              
              
              -1,157,803
              
              
              
              -PeruField supplies
              
              
              14,406
              
              
              
              -Geological, mapping and
      survey
              
              
              615,389
              
              
              
              -Property
      maintenance
              
              
              74,577
              
              
              
              -Site
    administration
              
              
              229,184
              
              
              
              -Travel
              
              
              50,053
              
              
              
              -983,609
              
              
              
              -MexicoGeological, mapping and
      survey
              
              
              5,612
              
              
              
              -Property
      maintenance
              
              
              3,970
              
              
              
              -Site
    administration
              
              
              128,650
              
              
              
              -138,232
              
              
              
              -USA
      and Canada – property maintenance
              
              
              -
              
              
              
              5,301Brazil
      – property investigation
              
              
              -
              
              
              
              48,087Total
              
              $
              2,279,644
              
              
              $
              53,388
 
 The
Company shares operating offices in Chile, Peru, and Tucson, AZ with Pacific
Copper Corp., a Delaware public company.  Certain directors and
management of the Company also act as officers, directors, and management of
Pacific Copper Corp (refer to Note 6).
 
  37
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  5.
              Equipment
 
 Equipment
is comprised of certain assets located primarily in Peru and Chile relating to
exploration activity.  The Company had no equipment in
2007.
 Cost
              
              
              Accumulated
      Depreciation
              
              
              Net
      Book Value
              
              
              Net
      Book Value2008
              
              
              2008
              
              
              2008
              
              
              2007North
      AmericaComputers
              
              $
              7,020
              
              
              $
              1,716
              
              
              $
              5,304
              
              
              $
              -South
      AmericaComputers
              
              
              3,315
              
              
              
              483
              
              
              
              2,832
              
              
              
              -Furniture
              
              
              12,639
              
              
              
              1,142
              
              
              
              11,497
              
              
              
              -Exploration
      equipment
              
              
              14,204
              
              
              
              1,722
              
              
              
              12,482
              
              
              
              -Vehicles
              
              
              96,837
              
              
              
              7,212
              
              
              
              89,625
              
              
              
              -Earth
      moving equipment
              
              
              375,583
              
              
              
              62,056
              
              
              
              313,527
              
              
              
              -502,578
              
              
              
              72,615
              
              
              
              429,963
              
              
              
              -Total
              
              $
              509,598
              
              
              $
              74,331
              
              
              $
              435,267
              
              
              $
              -
  6.
              Related
      Party Transactions
                
                During the year ended April 30, 2008, the Company incurred the
      following amounts to officers, directors, and other related parties to the
      Company:
  a)
                paid
      $82,500 to a director and officer of the Company for geological services
      rendered of which $15,000 was  owed this director at April 30,
      2008, with such costs recorded as consulting
  fees;
 b)
                paid
      a director and officer of the Company $98,000 for management of South
      American exploration with such costs recorded as mineral exploration
      costs.  At April 30, 2008, $26,695 was owed to this director for
      unpaid fees and reimbursement of expenses.  In addition, this
      director was granted 800,000 warrants valued at $209,293 for management
      services (refer to Note 7);
 c)
                paid
      a director and officer of the Company $108,541 for management services
      with respect to the administration of the
  Company;
 d)
                paid
      an officer of the Company $15,167 for administrative
    services;
 e)
                the
      Company incurred a total of $61,038 to a private Mexican company that
      provides exploration services to the Company in Mexico and has a director
      in common, of which $11,000 was owed at April 30, 2008 for exploration
      costs incurred in Mexico;
 f)
                the
      Company paid a total of $400,000 to a private Chilean company that
      provides exploration services to the Company in Chile and has a director
      in common, with such costs recorded as exploration costs in Chile, South
      America;
 g)
                paid
      a director of the Company, $10,000 for services rendered in connection
      with exploration of the Mexican
properties;
 h)
                owed
      a third party shareholder and consultant to the Company $456 in accrued
      interest related to $125,000 in advances received in the prior fiscal
      year, with such advances repaid during the year ended April 30,
      2008.  The Company paid the consultant $45,000 for consulting
      services connected to administration and financing of the
      Company.
 
 During
the year ended April 30, 2008, the Company participated in a cost sharing
arrangement with another public company, Pacific Copper Corp. that shares 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. No
amounts were outstanding or owed to Pacific Copper Corp at April 30,
2008.
  38
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  6.
              Related
      Party Transactions (continued)
                
                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 office until the end of the lease term through October
      31, 2010 or as amended or renewed.  As at April 30, 2008, the gross
      value of the guarantee was $348,548.  The Company pays approximately
      $4,000 per month relating to the Company’s Tucson office under an informal
      month-to-month arrangement.
                
                During the year ended April 30,
      2007:
  a)
                a
      significant shareholder of the Company provided advances to the Company
      relating to exploration due diligence costs and a loan incurred in the
      amount of $125,496 which was outstanding at April 30,
      2007.  These advances were repaid in full in July 2007 without
      interest.
 b)
                the
      former Corporate Secretary of the Company provided management services and
      office premises to the Company. The services were valued at $250 per month
      and office premises are valued at $250 per month. During the twelve months
      ended April 30, 2007, donated services of $1,500 and donated rent of
      $1,500 were recorded.
 c)
                the
      former President of the Company provided management services to the
      Company valued at $250 per month. During the twelve months ended April 30,
      2007, donated management services of $1,500 were
  recorded.
 d)
                a
      former director and officer of the Company provided management services to
      the Company valued at $250 per month. During the twelve months ended April
      30, 2007, donated management services of $1,500 were
    recorded.
 e)
                a
      director was owed $7,401 for expenses incurred on behalf of the Company at
      April 30, 2007.
 
 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.
                Capital
      Stock
 
 a)
                Share
      issuances and cancellations:
                  
                  On
      April 20, 2004, the Company issued 144,000,000 (4,000,000 pre-split)
      shares of common stock for proceeds of $40, pursuant to subscription
      agreements to two directors of the Company.
                    On
      November 3, 2004, the Company issued 36,000,000 (1,000,000 pre-split)
      shares of common stock for proceeds of $10, pursuant to a subscription
      agreement to a director of the Company.
                    On
      August 17, 2006, the Company issued 36,450,000 (1,012,500 pre-split)
      shares of common stock at a price of 0.00277 ($0.10 pre-split) per share
      for proceeds of $101,250, pursuant to an effective SB-2 Registration
      Statement filed with the SEC.
                    Between
      May 4, 2007 and July 11, 2007, and in connection with a private placement,
      the Company issued in four tranches a total of 3,150,400 units of
      securities for $3,938,000.  Each unit was priced at $1.25 and
      was comprised of one common share and one share purchase warrant to
      purchase a further share of common stock at a price of $1.50 until October
      31, 2009.  At April 30, 2007 the Company had received $2,600,000
      towards this private placement.
                    A
      total of $172,060 and 100,800 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%, and was recorded in accordance with the provisions of SFAS
      148.
 39
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  7.
                Capital
      Stock (continued)
                  
                  On May 7, 2007, and in connection with the
      Mineral Property Acquisition Agreement, an aggregate of 132,850,000 common
      shares of the Company held by certain directors of the Company were
      cancelled and returned to treasury for no consideration as part of a
      restructuring to allow the Company to acquire certain
      assets.  No value was attributed to the transaction on the basis
      of prior negotiations.
 b)
                Warrants:
                  
                  On
      May 18, 2007 and in connection with the Mineral Property Acquisition
      Agreement, the Company issued an aggregate of 4,670,000 warrants to
      purchase restricted common shares of the Company at a price of $0.70 per
      share for a term until May 18, 2009.  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%, and was recorded
      in accordance with the provisions of SFAS 148.
                    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 800,000 warrants to purchase
      common shares of the Company at a price of $1.50 per share for a term
      until May 18, 2009.  The 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.
                      
                      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 and 2006
              
              
              -
              
              
              
              -
              
              
              
              -Granted
      during the year
              
              
              8,721,200
              
              
              
              1.07
              
              
              
              2.00Balance,
      April 30, 2008
              
              
              8,721,200
              
              
              
              1.07
              
              
              
              1.22
 
 c)
                Share
      options:
                  
                  On February 7, 2008, the Company adopted a
      stock option plan (the “2008 Stock Incentive Plan”) including both
      qualified and non-qualified share options not to exceed 15% of the issued
      and outstanding share options at any date.  No share options
      have been granted at the date of these financial
    statements.
 8.
                Commitments
                  
                  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 $14,100 (CDN$15,000) 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 office until the end
      of the lease term through October 31, 2010 or as amended or renewed. 
      As at April 30, 2008, the gross value of the guarantee was $348,548. 
      The Company pays approximately $4,000 per month relating to the Company’s
      Tucson office under an informal month-to-month
      arrangement.
   40
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  9.
              Non-cash
      Investing and Financing Activities
                
                During
      the year ended April 30, 2008, the Company issued 100,800 warrants with an
      estimated fair value of $37,767 as a finder’s fee in a private placement
      and recorded as share issuance costs.
                During
      the year ended April 30, 2008, the Company issued 800,000 warrants with an
      estimated fair value of $209,293 in conjunction with contractual
      arrangements with an officer and director of the Company, with such amount
      recorded in management fees (refer to Note 7 b).
                  
                  During
      the year ended April 30, 2008, the Company issued 4,670,000 warrants with
      an estimated fair value of $840,000 in conjunction with the acquisition of
      certain mineral properties, which was recorded as mineral property
      acquisition costs. (refer to Note 4).
                  
                  During the year ended April 30, 2008, the
      Company recorded a deferred income tax liability relating to the value of
      the warrants not deductible for tax purposes.  Refer to Note
      10.
  10.
              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 $1,235,000 (2007 -
      $179,000), other deductions for tax amounting to approximately $48,000
      (2007 - $54,000) which may be available to reduce future year’s taxable
      income and a non-deductible mineral property acquisition costs of
      approximately $1,273,000. The net operating loss carry-forwards will
      expire, if not utilized, commencing in 2024.  Management
      believes that the realization of the benefits from these deferred tax
      assets are uncertain due to the Company’s limited operating history and
      continuing losses.  Accordingly, a full deferred tax asset
      valuation allowance has been provided and no deferred tax asset has been
      recorded.
                
                The significant components of the Company’s
      deferred income tax assets at April 30 are as
  follows:
  2008
              
              
              2007Deferred
      tax assetsNon-capital
      losses
              
              $
              419,923
              
              
              $
              60,853Other
      deductions for tax
              
              
              16,481
              
              
              
              18,359436,404
              
              
              
              79,212Less:
      valuation allowance
              
              
              (436,404
              )
              
              
              (79,212
              )Net
      deferred tax assets
              
              
              -
              
              
              
              -Deferred
      tax liabilitiesMineral
      properties
              
              
              (432,727
              )
              
              
              -Total
      deferred tax assets (liabilities)
              
              $
              (432,727
              )
              
              $
              -
  The
      provision for income tax differs from the amount computed by applying
      statutory tax rates to earnings (loss) before income taxes.  The
      difference results from the
following:
  2008
              
              
              2007Net
      loss before income taxes
              
              $
              (3,539,499
              )
              
              $
              (220,450
              )Statutory
      tax rate
              
              
              34
              %
              
              
              34
              %Expected
      tax expense (recovery)
              
              
              (1,203,430
              )
              
              
              (74,953
              )Items
      not deductible for tax purposes
              
              
              846,238
              
              
              
              4,080Change
      in valuation allowance
              
              
              357,192
              
              
              
              70,873Deferred
      income tax provision (recovery)
              
              $
              -
              
              
              $
              -
 
  41
 
 Zoro
Mining Corp. (An
Exploration Stage Company)
 Notes
to the Consolidated Financial Statements
 April
30, 2008
  10.
              Income
      Taxes (continued)
                
                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.
 
 11.
              Segmented
      Information
 
 North
      America
              
              
              South
      America
                and Mexico
              
              
              ConsolidatedApril
      30, 2008Segmented
      revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Segmented
      loss
              
              $
              1,191,900
              
              
              $
              2,347,599
              
              
              $
              3,539,499Identifiable
      assets
              
              $
              215,724
              
              
              $
              1,709,417
              
              
              $
              1,925,141April
      30, 2007Segmented
      revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Segmented
      loss
              
              $
              172,363
              
              
              $
              48,087
              
              
              $
              220,450Identifiable
      assets
              
              $
              2,532,584
              
              
              $
              175,000
              
              
              $
              2,707,584
 
 12.
              Subsequent
      Event
                
                Corporate Services
      Agreement - On May 31, 2008, the Company executed a financial
      advisory consulting services agreement effective for a six month term with
      a third party for $4,000 per month, plus direct expense reimbursement of
      up to $20,000 and 150,000 common shares valued at $120,000 in the capital
      of the Company.







42


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




Effective
April 1, 2005 we engaged Dale Matheson Carr-Hilton LaBonte LLP, Chartered
Accountants (“DMCL”).





The
report of DMCL on our financial statements for fiscal years ended April 30, 2008
and April 30, 2007 did not contain an adverse opinion or disclaimer of opinion,
nor was it 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 fiscal year ended April 30, 2008
and 2007, 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
its report on our audited financial statements.





In
connection with our appointment of DMCL as our principal registered accounting
firm, we did not consult 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.







ITEM
8A. CONTROLS AND PROCEDURES





FINANCIAL
DISCLOSURE CONTROLS AND PROCEDURES





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




As of
April 30, 2008, management assessed the effectiveness of our 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, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective 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.




The
matters involving internal controls and procedures that our management
considered to be material weaknesses under COSO and SEC rules were: (1) lack of
a functioning audit committee during much of the year resulting in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures; an audit committee was established in February of 2008 (2)
inadequate segregation of duties consistent with control objectives; (3)
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 (4) ineffective controls over
period end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Financial Officer in connection
with the preparation of our financial statements as of April 30, 2008 and
communicated the matters to our management and board of directors.




Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
were the result of the scale of our operations and are intrinsic to our small
size.  Management believes these weaknesses did not have a material
effect on our financial results. .




We are
committed to improving our financial organization. As part of this commitment,
we will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us by preparing and
implementing 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.




Management
believes that the appointment of independent directors to, and establishment of,
a functioning audit committee will remedy the lack of a functioning audit
committee and a lack of a majority of outside directors on our Board. 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) ineffective controls over period end financial
close and reporting processes. Further, management believes that the hiring of
additional personnel who have the technical expertise and knowledge will result
in proper segregation of duties and provide more checks and balances within the
department. 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.




This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management's report in this annual report.






43




ITEM 8A. CONTROLS AND
PROCEDURES -
continued




Changes
in Internal Controls




There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rules 13a-15 or
15d-15 under the Exchange Act that occurred during the small business issuer's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.




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 are “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, 2008. 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-KSB for fiscal
year ended April 30, 2008 filed with the Securities and Exchange
Commission.







ITEM
8A(T)





Not
applicable.







ITEM
8B. OTHER INFORMATION





Not
applicable.






PART
III





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





IDENTIFICATION
OF DIRECTORS AND EXECUTIVE OFFICERS





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





Name
            
            Age
            
            Position
      with the CompanyAndrew
      Brodkey
            
            52
            
            President/Chief
      Executive Officer and a DirectorJas
      Butalia
            
            59
            
            Chief
      Financial Officer and a DirectorDavid
      Hackman
            
            66
            
            Vice
      President of Exploration and a DirectorHarold
      Gardner
            
            52
            
            Chief
      Operating Officer/Vice President of Business Development and a
      DirectorJodi
      Henderson
            
            34
            
            Secretary/TreasurerTerry
      Schorn
            
            74
            
            DirectorPaul
      Brock
            
            44
            
            DirectorFederico
      Diaz
            
            55
            
            DirectorRene
      Ramirez
            
            56
            
            Director





44




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




Business
Experience





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




Andrew Brodkey.Mr. Brodkey
has been our President/Chief Executive Officer and a director since February 18,
2008. Mr. Brodkey is a mining engineer and a lawyer, graduating with distinction
with a B.S. in Mining Engineering from the University of Arizona in 1979, and a
law degree cum laude from Creighton University in 1982. He worked at the Denver,
Colorado law firm of Gorsuch, Kirgis, Campbell, Walker and Grover as an
associate specializing in natural resources and environmental law from 1982
until 1987. Subsequently, Mr. Brodkey joined Magma Copper Company,
a NYSE-traded mining company in 1987, where he held various positions,
eventually succeeding to the role of vice president and general counsel in 1992.
Following Magma's acquisition by BHP Cooper Inc. in 1996, he remained in a
senior legal position with BHP Copper Inc., and in 2000 moved to the position of
vice president of business development for BHP Copper.  Since 2002 after
departing from BHP Cooper Inc., Mr. Brodkey has held the title of managing
director of the International Mining & Metals Group of CB Richard Ellis,
Inc., where he has been 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.




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.




David Hackman.
Mr. Hackman has been our Vice-President of Exploration and a director since
May 1, 2007. From January 1996 to June 2000, Mr. 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,
Mr. Hackman worked in the mineral exploration and mine development industry
since 1971. Mr. Hackman holds a Bachelor of Science degree in geophysical
engineering from Colorado School of Mines (1964), a Master of Science degree in
geological engineering from the University of Arizona (1971), and a Doctor of
Philosophy degree in geological engineering from the University of Arizona
(1982). Mr. Hackman is also a member of the board of directors of the
following companies: Snowdon Resources Corp. (a Nevada corporation that is not
yet a reporting company), Pacific Copper Corp. (a Delaware corporation that is a
reporting company) and War Eagle Mining Company, Inc. (a British Columbia
corporation that is listed on the TSX Venture Exchange and is a reporting Company
in Canada), and Snowdon Resources Corp., a reporting company on the
OTCBB.




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). Mr. Gardner
is also a director and and VP of Business Development of Pacific Copper
Corp.






45




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




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




Terence Schorn.
Mr. Schorn has been one of our directors since March 16, 2007.
Mr. Schorn is a graduate of the Haileybury School of Mines, holds a diploma
in Gemology and has over forty-five years experience in the mineral industry.
Mr. Schorn is also a Professional Geoscientist, registered with The
Association of Professional Engineers and Geoscientists of British Columbia, as
well as an Accredited Gemologist. Since January of 2001 Mr. Schorn has been
the President and a director of War Eagle Mining Company Inc., an exploration
stage mining company conducting exploration activity in Mexico whose shares are
presently listed for trading on the TSX Venture Exchange (the "TSXV") in Canada.
Since February of 2006 Mr. Schorn has also been a director of Twenty-Seven
Capital Corp, another TSXV listed company. Mr. Schorn
is also a director and officer of Snowdon Resources Corp., War Eagle Mining
Company, Inc., and Yankee Hat Minerals.




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 the Chairman of VendTek Systems
Inc. (TSXV:VSI), which develops software for the electronic distribution
of financial services. Mr. Brock served as President of VendTek Systems
Inc. from December 1988 to June 2006. Mr. Brock was a co-founder in 2003
and President of Fortune Partners Inc. which listed on the OTCBB and later
acquired Power Air Corp. where he continues as a Director. Mr. Brock is
also a Director of Silica Resources Corp. and iLevel Media Group Inc.
Mr. Brock has been involved in business development in the UK, the Middle
East, Asia, Latin America, China, as well as the US and Canada. Mr. Brock
is a graduate of the British Columbia Institute of Technology's Robotics and
Automation Technology Program, a graduate of Simon Fraser University's Executive
Management Development
Program and a member of the professional association of the Applied Science
Technologists of British Columbia since 1998.





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 ITESM Tecnologico in Monterrey, Mexico.  From 1992 until recently, he
was the Plant Manager with Grupo Industrial DIBOGA, a company in Mexico
manufacturing roofing products and asphalt emulsions, and has previously served
as plant either plant, production, or engineering manager to a number of
automotive parts manufactures in Mexico, including Allied Signal Automotive,
Kenworth Mexicana, S.A., and Ruedas y Estampados, S.A.  Mr. Ramirez has
significant training and experience in plant management, process engineering,
and production that is applicable to Zoro’s future intended mining and milling
operations.





Federico Dias.Mr. Dias has
been a member of our Board of Directors since February 18, 2008. Mr. Dias 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. Dias 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 of BANAMEX, and Banco Serfin, two of
the leading banks in Mexico.




Term
of Office




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




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).






46




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




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 December 31, 2007.







ITEM
10. 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
year ended April 30, 2008 (the “Named Executive Officer”).





SUMMARY
COMPENSATION TABLE




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





(1)
            Mr.
      Gardner resigned as our President/Chief Executive Officer effective as of
      February 18, 2008 to accept the position of Chief Operating Officer/Vice
      President of Business Development. During fiscal year ended April 30,
      2008, an aggregate of $98,000 was paid to Mr. Gardner for management of
      the exploration in South American, of which $26,695 was due and owing to
      Mr. Gardner at April 30, 2008. See “Item 12. 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 year ended April 30, 2008, an
      aggregate of $108,541 for management services rendered in the United
      States regarding management of our interests.   Mr. Brodkey
      received remuneration from the Company through Kiryah Consultants, Ltd.,
      of which he is the managing director.  Amounts shown are inclusive of
      benefits billed to the Company during the twelve month period ended April
      30, 2008.   See “Item 12. Certain Relationships and Related
      Transactions and Director Independence.”




(3)
            During
      fiscal year ended April 30, 2008, an aggregate of $82,500 was paid to Mr.
      Hackman for geological services rendered, of which $15,000 remain due and
      owing as at April 30, 2008. See “Item 12. Certain Relationships and
      Related Transactions and Director
Independence.”




STOCK
OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED APRIL 30, 2008





The
following table sets forth information as at April 30, 2008 relating to options
that have been granted to the Named Executive Officer:





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            
            Number
      of Securities Underlying Unexercised Options
              Exercisable
              (#)
            
            
            Number
      of Securities Underlying Unexercised Options
              Unexercisable
              (#)
            
            
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
              (#)
            
            
            Option
      Exercise Price
              ($)
            
            
            Option
      Expiration Date
            
            
            Number
      of Shares or Units of Stock That Have Not Vested
              (#)
            
            
            Market
      Value of Shares or Units of Stock That Have Not Vested
              ($)
            
            
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested
              (#)
            
            
            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not Vested
              (#)Harold
      Gardner, prior  President/CEO
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            n/a
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Andrew
      Brodkey, current President/CEO
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            n/a
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-




47


ITEM 10. EXECUTIVE
COMPENSATION-
continued




The
following table sets forth information relating to compensation paid to our
directors during fiscal year ended April 30, 2008:





DIRECTOR
COMPENSATION TABLE




Name
            
            Fees
              Earned
      or
              Paid
      in
              Cash
              ($)
            
            
            Stock
              Awards
              ($)
            
            
            Option
              Awards
              ($)
            
            
            Non-Equity
              IncentivePlan
              Compensation
              ($)
            
            
            Change
      inPensionValue
      and
              NonqualifiedDeferred
              CompensationEarnings
              ($)
            
            
            All
              Other
              Compensation
              ($)
            
            
            Total
              ($)Andrew
      Brodkey
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Jas
      Butalia
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-David
      Hackman
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Harold
      Gardner
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Paul
      Brock
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Federico
      Diaz
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-Rene
      Ramirez
            
            $
            10,000
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-
            
            
            $
            10,000Terry
      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.





ITEM
11. 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 86,900,400 shares of common stock issued and
outstanding.





Name
      and Address of Beneficial Owner(1)
            
            Amount
      and Nature of Beneficial Ownership(1)
            
            Percentage
      of Beneficial OwnershipDirectors
      and Officers:Integrity
      Capital Group LLC
              772
      Wurzbach Road, Suite 902
              San
      Antonio, Texas
            
            28,050,300
            
            32.28%Agosto
      Corporation Limited
              Catherine
      E. Christopher Building
              Wickhams
      Cay 1,
              Road
      Town, Tortola, British Virgin Islands
            
            7,900,000(5)
            
            8.88%West
      Peak Ventures of Canada Ltd.
              789
      West Pender Street, Suite 1000
              Vancouver,
      British Columbia
              Canada
      V6C 1H2
            
            5,140,000(2)
            
            5.88%Andrew
      Brodkey
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            -0-
            
            n/aJas
      Butalia
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            -0-
            
            n/aDavid
      Hackman
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            -0-
            
            n/aHarold
      Gardner
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            5,834,000(3)
            
            6.59%Paul
      Brock
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            1,000,000
            
            1.14%Terry
      Schorn
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            -0-
            
            n/aFederico
      Diaz
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            1,032,000(4)
            
            1.17%Rene
      Ramirez
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            -0-
            
            -0-Jodi
      Henderson
              3430
      East Sunrise Drive
              Tucson,
      Arizona
            
            -0-
            
            -0-All
      executive officers and directors as a group (9 persons)
            
            7,866,000(6)
            
            8.86%




*
              Less
      than one percent.


48




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




(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 39,615,000 shares issued and outstanding. Beneficial ownership
      amounts reflect the forward stock splits effective February 2008 and May
      2008.




(2)
            This
      figure includes: (i) 4,640,000 shares of common stock; and (ii) 500,000
      warrants to purchase 500,000 shares of our common stock at an exercise
      price of $0.70 per share expiring on
      May 18, 2009 issued in connection with mineral property acquisition costs
      associated with the acquisition of the
  Property.




(3)
            This
      figure includes: (i) 4,225,500 shares of common stock; (ii) 808,500
      warrants to purchase 808,500 shares of our common stock at an exercise
      price of $0.70 per share expiring on May 18, 2009 issued in connection
      with mineral property acquisition costs associated with the acquisition of
      the Property; and (iii) 800,000 warrants to purchase 800,000 shares of our
      common stock at an exercise price of $1.50 per share expiring on May 18,
      2009 issued in connection with the Financial Services
      Agreement.




(4)
            This
      figure includes: (i) 774,000 shares of common stock; and (ii) 258,000
      warrants to purchase 258,000 shares of our common stock at an exercise
      price of $0.70 per share expiring on May 18, 2009 issued in connection
      with mineral property acquisition costs associated with the acquisition of
      the Property.




(5)
            This
      figure includes: (i) 7,000,000 shares of common stock; (ii) 700,000
      warrants to purchase 700,000 shares of our common stock at an exercise
      price of $0.70 per share expiring on May 18, 2009 issued in connection
      with mineral property acquisition costs associated with the acquisition of
      the Property; and (iii) 200,000 warrants to purchase 200,000 shares of our
      common stock at an exercise price of $1.50 expiring October 31, 2008
      issued in connection with a private
placement.




(6)
            This
      figure includes: (i) 5,999,500 shares of common stock; (ii) 1,066,500
      warrants to purchase 1,066,500 shares of our common stock at an exercise
      price of $0.70 per share expiring on May 18, 2009; and (iii) 800,000
      warrants to purchase 800,000 shares of our common stock at an exercise
      price of $1.50 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
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





During
fiscal year ended April 30, 2008, the following amounts were paid to our
officers and directors as compensation for services rendered based upon verbal
month-to-month arrangements: (i) $82,500 to Mr. Hackman, our Vice President of
Explorations and a director, for geological services rendered of which $15,000
remains due and owing as at April 30, 2008; (ii) $98,000 to Harold Gardner,
Chief Operating Officer/Vice President of Business Development and a director,
for management of South American exploration  of which $26,695 remains
due and owing as at April 30, 2008; (iii) $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; (iv) $15,167 to
Ms. Henderson, our Secretary/Treasurer, for administrative services rendered in
the United States; and (v) $10,000 to Mr. Ramirez, one of our directors, for
services rendered in connection with the Mexican exploration
properties.


During
fiscal year ended April 30, 2008, we paid an aggregate of $148,500 to Aravena
Internacional S.A. de C.V., a Mexican company (“Aravena Internacional”), which
provides exploration services to us in Mexico. Mr. Gardner is also a director of
Aravena.





During
fiscal year ended April 30, 2008, we paid an aggregate of $400,000 to Gareste
LTDA, a Chilean company (“Gareste”), which provides exploration services to us
in Chile. Mr. Gardner is also a director of Gareste.





During
fiscal year ended April 30, 2008, we paid $45,000 to West Peak Ventures of
Canada Ltd. For consulting services rendered in connection with our
administration and finance. In addition, West Peak Ventures of Canada Ltd.
advanced to us an aggregate $125,000, which was repaid during the fiscal year,
and pursuant to which $456 remains due and owing in accrued
interest.





Except
for the transactions described below, none of our directors, officers or
principal stockholders, nor any associate or affiliate of the foregoing, have
any interest, direct or indirect, in any transaction or in any proposed
transactions, which has materially affected or will materially affect us during
fiscal year ended February 29, 2008.




49




ITEM
13. EXHIBITS





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





Exhibit
    No.
            Document31.1
            Certification
      of Chief Executive OfficerPursuant
      to Rule 13a-14(a) or 15d-14(a) ofthe
      Securities Exchange Act.





31.2
            Certification
      of Chief Financial OfficerPursuant
      to Rule 13a-14(a) or 15d-14(a) ofthe
      Securities Exchange Act.





32.1
            Certification
      of Chief Executive Officer andChief
      Financial Officer Under Section 1350as
      Adopted Pursuant to Section 906 of theSarbanes-Oxley
      Act.








ITEM 14.  PRINCIPAL ACCOUNTING FEES AND
SERVICES





During
fiscal year ended April 30, 2008, we incurred approximately $68,000 in fees to
our principal independent accountants, DMCL, 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.




During
fiscal year ended April 30, 2007, we incurred approximately $26,500 in fees to
our principal independent accountant for professional services rendered in
connection with the audit of our financial statements for fiscal year ended
April 30, 2007 and for the review of our financial statements for the quarters
ended July 31, 2006, October 31, 2006 and January 31, 2007.





During
fiscal year ended April 30, 2008, we incurred $4,000 in fees for professional
services rendered by our principal independent accountant for all other
non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.







SIGNATURES





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




ZORO
      MINING CORP.Dated:
      September 15, 2008
              By:
              /s/ ANDREW
      BRODKEYAndrew
      Brodkey, President/ChiefExecutive
      Officer




Dated:
      September 15, 2008
              By:
              /s/ JAS
      BUTALIAJas
      Butalia, ChiefFinancial
      Officer




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