**U.S.
                  SECURITIES AND EXCHANGE COMMISSION**
                **Washington,
                  D.C. 20549**
                **Form
                  10-QSB**
 
 Mark
        One
 x  QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
 
 For
        the
        period ended October 31, 2007
 
 o  TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
 
 For
        the
        transition period from ______ to _______
 
 **Commission
        file number:** 333-127388
 
  **Zoro
                  Mining Corp.**(Name
                  of small business issuer in its charter)Nevada
              71-1031086(State
                  or other jurisdiction of incorporation
                or
                  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 par value(Title
                  of Class)
 
  1
  Indicate
        by checkmark whether the issuer: (1) has filed all reports required to be
        filed
        by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
        for
        such shorter period that the registrant was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90
        days.
  Yes
x   No
        o
   Indicate
        by checkmark whether the registrant is a shell company (as defined in Rule
        12b-2
        of the Exchange Act).
  Yes
o  No
x
   Applicable
        Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five
        Years.
  N/A
   Indicate
        by checkmark whether the issuer has filed all documents and reports required
        to
        be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934
        after the distribution of securities under a plan confirmed by a
        court.  Yes o  No o
   Applicable
        Only to Corporate Registrants
  Indicate
        the number of shares outstanding of each of the issuer’s classes of common
        stock, as of the most practicable date:
  Class
              Outstanding
                  as of December 11, 2007Common
                  Stock, $0.00001 par value
              86,750,400
   Documents
        Incorporated By Reference
  Transitional
        Small Business Disclosure Format (Check one): Yes o  No x
       2
 
  **ZORO
        MINING CORP.**
 
 **FORM
        10-QSB**
 
 Part I
              FINANCIAL
                  INFORMATION
              5Item
                  1
              Financial
                  Statements
              5Consolidated
                  Balance Sheets
              5Consolidated
                  Statements of Operations
              6Consolidated
                  Statements of Cash Flows
              7Consolidated Statement of Stockholders’ Equity
              8Notes
                  to Consolidated Financial Statements
              9Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition or Plan of
                  Operation
              14Item
                  3.
              Controls
                  and Procedures
              19Part
                  II
              OTHER
                  INFORMATION
              20Item
                  1
              Legal
                  Proceedings
              20Item
                  2
              Unregistered
                  Sales of Securities and Use of Proceeds
              20Item
                  3
              Defaults
                  Upon Senior Securities
              20Item
                  4
              Submission
                  of Matters to a Vote of Security Holders
              20Item
                  5
              Other
                  Information
              20Item
                  6
              Exhibits
                  and Reports on Form 8-K
              21
  
         3
  **NOTE
        REGARDING FORWARD LOOKING STATEMENTS**
  This
        Quarterly Report includes or is based upon estimates projections or other
        "forward looking statements". Such forward-looking statements include any
        projections or estimates made by us and our management in connection with
        our
        business operations. Such forward-looking statements are based on the beliefs
        of
        Zoro Mining Corp. When used in this Annual Report, the words "anticipate,"
        "believe," "estimate," "expect," "intends" and similar expressions, as they
        relate to us, are intended to identify forward-looking statements, which
        include
        statements relating to, among other things, our ability to continue to
        successfully compete in the apparel and fiber markets. While these forward
        looking statements, and any assumptions upon which they are based, are made
        in
        good faith and reflect our current information and judgment regarding the
        direction of our business, actual results will almost always vary, sometimes
        materially, from any estimates, predictions, projections, assumptions or
        other
        future performance suggested herein.
  Such
        estimate, projections or other "forward looking statements" involve various
        risks and uncertainties. We caution the reader that important factors in
        some
        cases have affected and, in the future, could materially affect actual results
        and cause actual results to differ materially from the results expressed
        in any
        such estimates, projections or other "forward-looking statements".
            4
 
  **PART
                  I**
 
 
 **ITEM
        1. FINANCIAL STATEMENTS**
 
 **Zoro
        Mining Corp.**


**(An
        Exploration Stage Company)**
 **Consolidated
        Balance Sheets**
 
 
 October
                  31,
                2007
                $
              
              
              April
                  30,
                2007
                $(Unaudited)CURRENT
                  ASSETSCash
                  and cash equivalents
              
              
              2,007,749
              
              
              
              2,405,857Prepaid
                  expenses
              
              
              146,727
              
              
              
              176,727Accounts
                  receivable
              
              
              126,604
              
              
              
              -Loan
                  receivable (Note 3)
              
              
              128,750
              
              
              
              125,000Total
                  Current Assets
              
              
              2,409,830
              
              
              
              2,707,584EQUIPMENT,
                  net of accumulated depreciation of $27,241
              
              
              348,905
              
              
              
              -TOTAL
                  ASSETS
              
              
              2,758,735
              
              
              
              2,707,584LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  LiabilitiesAccounts
                  payable and accrued liabilities
              
              
              189,649
              
              
              
              106,365Due
                  to related parties (Note 4)
              
              
              628,533
              
              
              
              132,897Total
                  Current Liabilities
              
              
              818,182
              
              
              
              239,262Stockholders’
                  EquityCapital
                  stock (Note
                  5)
                3,600,000,000
                  shares authorized,
                  $0.00001 par value86,750,400
                  shares issued and
                  outstanding (April 30, 2007 – 216,450,000)
              
              
              868
              
              
              
              2,164Additional
                  paid-in
                  capital
              
              
              7,268,428
              
              
              
              99,136Subscriptions
                  received
              
              
              -
              
              
              
              2,600,000Donated
                  capital
              
              
              34,500
              
              
              
              34,500Deficit
                  accumulated during the
                  exploration stage
              
              
              (5,363,243
              )
              
              
              (267,478
              )Total
                  Stockholders’ Equity
              
              
              1,940,553
              
              
              
              2,468,322TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              
              2,758,735
              
              
              
              2,707,584
 
 GOING
        CONCERN CONTINGENCY****(Note 1)
    The
          accompanying notes are an integral part of these consolidated financial
          statements.
 5
  **Zoro
          Mining Corp.**
 **(An
          Exploration Stage Company)**
 **Consolidated
          Statements of Operations**
 **(Unaudited)**
 
 Three
                    Months
                  Ended
                    October 31
                
                
                Six
                    Months
                  Ended
                    October 31
                
                
                From
                    April 20, 2004 (Date of Inception) to
                  October
                    31,2007
                
                
                2006
                
                
                2007
                
                
                2006
                
                
                2007$
                
                
                $
                
                
                $
                
                
                $
                
                
                $ExpensesConsulting
                
                
                95,226
                
                
                
                -
                
                
                
                142,246
                
                
                
                -
                
                
                
                138,246Depreciation
                
                
                18,259
                
                
                
                -
                
                
                
                27,241
                
                
                
                -
                
                
                
                27,241Donated
                    services
                
                
                -
                
                
                
                3,000
                
                
                
                -
                
                
                
                6,000
                
                
                
                25,500Filing
                    and transfer agent
                    fees
                
                
                1,410
                
                
                
                -
                
                
                
                9,499
                
                
                
                -
                
                
                
                9,499Management
                    and
                    administration
                
                
                37,322
                
                
                
                -
                
                
                
                251,430
                
                
                
                -
                
                
                
                217,346Mineral
                    property costs (Note
                    3)
                
                
                245,696
                
                
                
                5,498
                
                
                
                4,416,871
                
                
                
                8,301
                
                
                
                4,398,470Office
                    and
                    general
                
                
                177,583
                
                
                
                1,897
                
                
                
                194,222
                
                
                
                1,991
                
                
                
                281,085Professional
                    fees
                
                
                66,400
                
                
                
                17,880
                
                
                
                105,072
                
                
                
                30,070
                
                
                
                190,886(641,896
                )
                
                
                (28,275
                )
                
                
                (5,146,581
                )
                
                
                (46,362
                )
                
                
                (5,288,273
                )Other
                    incomeInterest
                    income
                
                
                28,226
                
                
                
                -
                
                
                
                50,816
                
                
                
                -
                
                
                
                50,816Net
                    loss
                
                
                (613,670
                )
                
                
                (28,275
                )
                
                
                (5,095,765
                )
                
                
                (46,362
                )
                
                
                (5,237,457
                )Basic
                    and diluted net loss per common share
                
                
                (0.01
                )
                
                
                (0.00
                )
                
                
                (0.06
                )
                
                
                (0.01
                )Weighted
                    average number of common shares outstanding –
                  basic
                    and diluted (Note 1)
                
                
                86,750,748
                
                
                
                5,675,001
                
                
                
                91,691,589
                
                
                
                5,337,501
 
 
 
 
 
 
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
 6
 
 
 **Zoro
          Mining Corp.**
 **(An
          Exploration Stage Company)**
 **Consolidated
          Statements of Cash Flows**
 **(Unaudited)**
 From
                    April 20,Six
                    Months
                
                
                2004
                    (Date ofEnded
                    October 31
                
                
                Inception)
                    to2007
                  $
                
                
                
                2006
                  $
                
                
                October
                    31, 2007
                  $Cash
                    Flows From Operating ActivitiesNet
                    loss
                
                
                (5,095,765
                )
                
                
                (46,362
                )
                
                
                (5,363,243
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Donated
                    rent
                
                
                -
                
                
                
                1,500
                
                
                
                9,000Donated
                    services
                
                
                -
                
                
                
                4,500
                
                
                
                25,500Stock-based
                    management fees
                
                
                209,293
                
                
                
                -
                
                
                
                209,293Warrants
                    issued for mineral properties
                
                
                3,192,763
                
                
                
                -
                
                
                
                3,192,763Depreciation
                
                
                27,241
                
                
                
                -
                
                
                
                27,241Accrued
                    interest
                
                
                3,750
                
                
                
                -
                
                
                
                3,750Changes
                    in operating assets and liabilities:Prepaid
                    expenses
                
                
                30,000
                
                
                
                66
                
                
                
                (146,727
                )Accounts
                    receivable
                
                
                (126,604
                )
                
                
                -
                
                
                
                (126,604
                )Accounts
                    payable and accrued liabilities
                
                
                83,284
                
                
                
                2,465
                
                
                
                189,649Amounts
                    due to related parties
                
                
                495,636
                
                
                
                (15,694
                )
                
                
                628,533Net
                    Cash Used in Operating Activities
                
                
                (1,180,402
                )
                
                
                (53,525
                )
                
                
                (1,350,845
                )Cash
                    Flows From Investing ActivitiesExpenditures
                    for
                    equipment
                
                
                (376,146
                )
                
                
                -
                
                
                
                (376,146
                )Loan
                    receivable
                
                
                -
                
                
                
                -
                
                
                
                (125,000
                )Net
                    Cash Used in Investing Activities
                
                
                (376,146
                )
                
                
                -
                
                
                
                (501,146
                )Cash
                    Flows From Financing ActivitiesProceeds
                    from issuance of common stock and share subscriptions
                    received
                
                
                1,165,940
                
                
                
                101,250
                
                
                
                3,867,240Net
                    Cash Provided by Financing Activities
                
                
                1,165,940
                
                
                
                -
                
                
                
                3,867,240Net
                    Increase (Decrease) in Cash
                
                
                (398,108
                )
                
                
                47,725
                
                
                
                2,007,749Cash
                    - Beginning
                
                
                2,405,857
                
                
                
                57
                
                
                
                -Cash
                    - Ending
                
                
                2,007,749
                
                
                
                47,782
                
                
                
                2,007,749Supplemental
                    DisclosuresInterest
                    paid
                
                
                -
                
                
                
                -
                
                
                
                -Income
                    taxes paid
                
                
                -
                
                
                
                -
                
                
                
                -
 
 Other
          non-cash transactions – refer to Note 7
 
  The
          accompanying notes are an integral part of these
          consolidated financial statements.
 
 7
  **Zoro
          Mining Corp.**
 **(An
          Exploration Stage Company)**
 **Consolidated
          Statement of Stockholders’ Equity**
 DeficitAccumulatedAdditional
                
                
                Common
                
                
                During
                    thePaid-in
                
                
                Stock
                
                
                Exploration
                
                
                DonatedCommon
                    Stock
                
                
                Capital
                
                
                Subscriptions
                
                
                Stage
                
                
                Capital
                
                
                Total#
                
                
                
                $
                
                
                
                $
                
                
                
                $
                
                
                
                $
                
                
                
                $
                
                
                
                $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
                    5(a))
                
                
                3,150,400
                
                
                
                32
                
                
                
                3,765,908
                
                
                
                (2,600,000
                )
                
                
                –
                
                
                
                –
                
                
                
                1,165,940Share
                    cancellation (Note 5(a))
                
                
                (132,850,000
                )
                
                
                (1,328
                )
                
                
                1,328
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –Fair
                    value of warrants issued for mineral properties (Note 3)
                
                
                –
                
                
                
                –
                
                
                
                3,192,763
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                3,192,763Fair
                    value of warrants issued for services     (Note
                    5(b))
                
                
                –
                
                
                
                –
                
                
                
                209,293
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                209,293Net
                    loss
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                (5,095,765
                )
                
                
                –
                
                
                
                (5,095,765
                )Balance
                    – October 31, 2007 (Unaudited)
                
                
                86,750,400
                
                
                
                868
                
                
                
                7,268,428
                
                
                
                –
                
                
                
                (5,363,243
                )
                
                
                34,500
                
                
                
                1,940,553
 
    The
          accompanying notes are an integral part of these
          consolidated financial statements.
 
 8
 **ZORO
                MINING CORP.**
 **NOTES
                TO FINANCIAL STATEMENTS**
  **1.**      **Nature
          of Operations**
  The
          Company was incorporated in the State of Nevada on April 20, 2004. The
          Company
          is in the exploration stage, as defined by Statement of Financial Accounting
          Standard (“SFAS”) No. 7. The Company’s principal business is the acquisition and
          exploration of mineral resources (Note 3). The Company has not presently
          determined whether its mineral properties contain mineral reserves that
          are
          economically recoverable.
  The
          Company’s common shares trade on the OTC Bulletin Board. In connection with the
          name change to Zoro Mining Corp., as of the open of business on March 19,
          2007,
          the Company’s trading symbol is “ZORO”.
  **Principles
          of Consolidation**
  During
          the six month period ended October 31, 2007, the Company 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 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.
  **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 significant
          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 October 31, 2007, the Company has accumulated losses
          of
          $5,363,243 since inception. These factors raise substantial doubt regarding
          the
          Company’s ability to continue as a going concern. These financial statements do
          not include any adjustments to the recoverability and classification of
          recorded
          asset amounts and classification of liabilities that might be necessary
          should
          the Company be unable to continue as a going concern.
   **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 U.S. dollars.  The Company’s fiscal year-end is April
          30.
  The
          foregoing unaudited interim consolidated financial statements have been
          prepared
          in accordance with generally accepted accounting principles for interim
          financial information and with the instructions to Form 10-QSB and Regulation
          S-B as promulgated by the Securities and Exchange Commission ("SEC").
          Accordingly, these financial statements may not include all of the disclosures
          required by generally accepted accounting principles for complete financial
          statements. The accompanying unaudited financial statements and related
          notes
          should be read in conjunction with the audited financial statements and
          the Form
          10-KSB of the Company for the year ended April 30, 2007. In the opinion
          of
          management, the unaudited interim financial statements furnished herein
          include
          all adjustments, all of which are of a normal recurring nature, necessary
          for a
          fair statement of the results for the interim period presented.
  b)
                Use
                    of Estimates
  The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States requires management to make estimates
          and assumptions that affect the reported amounts of assets and liabilities
          and
          disclosure of contingent assets and liabilities at the date of the financial
          statements and the reported amounts of revenues and expenses during the
          reporting period. Actual results could differ from those estimates.
   9
 **ZORO
                MINING CORP.**
 **NOTES
                TO FINANCIAL STATEMENTS**
  **2.       Summary
          of Significant Accounting Policies (continued)**
  c)
                Equipment
  Equipment is recorded
          at cost.  Depreciation is provided using the straight-line method
          over 5 years. Maintenance and repairs are expensed as incurred.
          Replacements and betterments are capitalized.
  d)
                Mineral
                    Property Costs
 
 Mineral
          property acquisition costs are capitalized in accordance with EITF 04-2
          when
          management has determined that probable future benefits consisting of a
          contribution to future cash inflows have been identified and adequate financial
          resources are available or are expected to be available as required to
          meet the
          terms of property acquisition and budgeted exploration and development
          expenditures.  Mineral property acquisition costs are expensed as
          incurred if the criteria for capitalization are not met.  In the event
          that mineral property acquisition costs are paid with Company shares, those
          shares are recorded at their estimated fair value at the time the shares
          are due
          under the terms of the property agreements.  To date, the Company has
          not capitalized mineral property acquisition costs as the criteria for
          capitalizing such costs has not been met.
 
 Mineral
          property exploration costs are expensed as incurred.
 
 When
          mineral properties are acquired under option agreements with future acquisition
          payments to be made at the sole discretion of the Company, those future
          payments, whether in cash or shares, are recorded only when the Company
          has made
          or is obliged to make the payment or issue the shares.  Because option
          payments do not meet the definition of tangible property under EITF 04-2,
          all
          option payments are expensed as incurred.
 
 When
          it
          has been determined that a mineral property can be economically developed
          as a
          result of establishing proven and probable reserves and pre feasibility,
          the
          costs incurred to develop such property are capitalized.
  The
          Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
          Retirement Obligations” which establishes standards for the initial measurement
          and subsequent accounting for obligations associated with the sale, abandonment,
          or other disposal of long-lived tangible assets arising from the acquisition,
          construction or development and for normal operations of such
          assets.  The adoption of this standard has had no effect on the
          Company’s financial position or results of operations.  As at October
          31, 2007, any potential costs relating to the retirement of the Company’s
          mineral property interest are not yet determinable.
  e)
                Stock-Based
                    Compensation
  In
          December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
          replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
          APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
          January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
          Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides
          supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R
          requires all share-based payments to employees, including grants of employee
          stock options, to be recognized in the financial statements based on the
          grant
          date fair value of the award. SFAS No. 123R was to be effective for interim
          or
          annual reporting periods beginning on or after June 15, 2005, but in April
          2005
          the SEC issued a rule that would permit most registrants to implement SFAS
          No.
          123R at the beginning of their next fiscal year, instead of the next reporting
          period as required by SFAS No. 123R. The pro-forma disclosures previously
          permitted under SFAS No. 123 no longer will be an alternative to financial
          statement recognition. Under SFAS No. 123R, the Company must determine
          the
          appropriate fair value model to be used for valuing share-based payments,
          the
          amortization method for compensation cost and the transition method to
          be used
          at date of adoption. The transition methods include prospective and retroactive
          adoption options. Under the retroactive options, prior periods may be restated
          either as of the beginning of the year of adoption or for all periods presented.
          The prospective method requires that compensation expense be recorded for
          all
          unvested stock options and restricted stock at the beginning of the first
          quarter of adoption of SFAS No. 123R, while the retroactive methods would
          record
          compensation expense for all unvested stock options and restricted stock
          beginning with the first period restated. The Company adopted the requirements
          of SFAS No. 123R for the fiscal year beginning on May 1, 2006; however,
          no
          stock-based compensation expense was recorded in the first quarter of 2006
          as
          the Company had not granted any stock options. Therefore, no pro-forma
          disclosure has been provided.
   10
 **ZORO
                MINING CORP.**
 **NOTES
                TO FINANCIAL STATEMENTS**
  **2.           Summary
          of Significant Accounting Policies (continued)**
  e)
                Stock-Based
                    Compensation (continued)
  The
          Company accounts for equity instruments issued in exchange for the receipt
          of
          goods or services from other than employees in accordance with SFAS No.
          123R and
          the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.
          96-18, “Accounting for Equity Instruments That Are Issued to Other Than
          Employees for Acquiring or in Conjunction with Selling Goods or
          Services”.  Costs are measured at the estimated fair market value of
          the consideration received or the estimated fair value of the equity instruments
          issued, whichever is more reliably measurable.  The value of equity
          instruments issued for consideration other than employee services is determined
          on the earlier of a performance commitment or completion of performance
          by the
          provider of goods or services as defined by EITF No. 96-18.
 
  **3.  
          Mineral Properties**
 
 During
          the year ended April 30, 2007, $125,000 was advanced to a property vendor
          under
          a failed property acquisition agreement.  This amount is repayable
          within one year and bears interest at 6% simple interest over the one year
          term,
          which is to March 12, 2008.  During the period ended October 31, 2007,
          interest of $3,750 has accrued on this note.
  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$0.0001
          per
          common share, the Company agreed to enter into certain consulting arrangements
          for management and administration of exploration activities with certain
          agents
          to the vendors of the properties, and the Company further agreed to pay
          all
          regulatory and governmental payments and assessment work required to keep
          the
          mineral property interests in good standing. The Company is in the process
          of
          establishing and transferring to the wholly-owned subsidiaries its various
          and
          newly acquired property interests.
 On
            May
            18, 2007 and in connection with the Mineral Property Acquisition Agreement,
            the
            Company issued an aggregate of 4,670,000 warrants to purchase restricted
            common
            shares of the Company at a price of $0.70 per share for a term until
            May 18,
            2009 for finders’ fees in connection with the exploration properties acquired of
            which 808,500 warrants were issued to the current President and Director
            of the
            Company. The term of these warrants is two years. The fair value of these
            warrants at the date of grant of $3,192,763 was estimated using the
            Black-Scholes option pricing model with an expected life of 2 years,
            a risk free
            interest rate of 4.38%, a dividend yield of 0%, and an expected volatility
            of
            40% and has been recorded as a charge to operations in the
            period.
 
  **4.      Related
          Party Transactions**
  Related
          party transactions not otherwise disclosed elsewhere in these financial
          statements are listed as follows:
  a)
                During
                    the year ended April 30, 2007, a significant shareholder of the
                    Company
                    provided advances to the Company relating to exploration due
                    diligence
                    costs and a loan incurred in the amount of $125,496.  These
                    advances were repaid in full in July 2007 without
                    interest.
  11
 **ZORO
                MINING CORP.**
 **NOTES
                TO FINANCIAL STATEMENTS**
  **4.      Related
          Party Transactions (continued)**
 
 b)
                  During
                      the six months ended October 31, 2007, the Company paid $57,500
                      (2006:
                      nil) to a director and officer of the Company for services
                      rendered and
                      incurred $37,500 (2006: nil) in fees to a second director and
                      officer of
                      the Company for services rendered. At October 31, 2007, $37,500
                      is unpaid
                      and is included in accounts payable.  At October 31, 2007 $7,401
                      is owing to a director for expenses paid on behalf of the
                      Company.
 
 c)
                  During
                      the six months ended October 31, 2007, a corporation with a
                      director in
                      common incurred costs of $621,132 on behalf of the Company
                      for the purpose
                      of acquiring exploration equipment and paying certain mineral
                      property
                      costs in Peru and Chile.  These amounts are outstanding at
                      October 31, 2007.
 
 d)
                  During
                      the six months ended October 31, 2007, the Company paid $106,913
                      in
                      exploration expenditures on behalf of a separate public company
                      with two
                      of the Company’s directors in common.  The nature of the
                      expenditures incurred on behalf of the third party company
                      relates to
                      shared exploration expenditures in similar operating areas
                      of Chile and
                      Peru and such expenditures are reimbursable to the
                      Company.   This amount is included in accounts receivable
                      at October 31, 2007.
 
 During
            the six months ended October 31, 2006:
 
 a)
                  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
                      six months
                      ended October 31, 2006, donated services of $1,500 and donated
                      rent of
                      $1,500 were recorded.
 
 b)
                  The
                      former President of the Company provided management services
                      to the
                      Company valued at $250 per month. During the six months ended
                      October 31,
                      2006, donated management services of $1,500 were
                      recorded.
 
 c)
                  A
                      director of the Company provided management services to the
                      Company valued
                      at $250 per month. During the six months ended October 31,
                      2006, donated
                      management services of $1,500 were
                      recorded.
 
 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.
 
  **5.      Capital
          Stock**
 
 a)
                  Share
                      issuances and cancellations:
 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, of which $2,600,000
            had been
            received at April 30, 2007.  Each unit was priced at $1.25 and was
            comprised of one common share and one share purchase warrant to purchase
            a
            further share of common stock at a price of $1.50 for a two-year period
            from the
            effective date of registration of the securities underlying the
            units.  A total of $172,060 and 100,800 warrants were paid to
            consultants as finders’ fees in connection with the private placement, with such
            warrants having the same terms and conditions as the warrants in the
            units of
            the private placement.
 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.
   12
 **ZORO
                  MINING CORP.**
 **NOTES
                  TO FINANCIAL STATEMENTS**
 
 **5.      Capital
          Stock (continued)**
 
 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 for finders’ fees in connection with the exploration properties acquired of
            which 808,500 warrants were issued to the current President and Director
            of the
            Company. The term of these warrants is two years. The fair value of these
            warrants at the date of grant of $3,192,763 was estimated using the
            Black-Scholes option pricing model with an expected life of 2 years,
            a risk free
            interest rate of 4.38%, a dividend yield of 0%, and an expected volatility
            of
            40%, and was recorded in accordance with the provisions of SFAS
            148.
 On
            May
            18, 2007 and in connection with management services to be rendered by
            the
            current President and director of the Company, the Company issued an
            aggregate
            of 800,000 warrants to purchase common shares of the Company at a price
            of $1.50
            per share for a term until May 18, 2009.  The term of these warrants
            is two years. The fair value of these warrants at the date of grant of
            $209,293
            was estimated using the Black-Scholes option pricing model with an expected
            life
            of 2 years, a risk free interest rate of 4.38%, a dividend yield of 0%,
            and an
            expected volatility of 40%, and was recorded in accordance with the provisions
            of SFAS 148.
 
 To
            date,
            there have been no stock options granted.
 
 
 **6.     Corporate
          Services Agreement**
  On
          May 1,
          2007, the Company executed a corporate support services agreement effective
          January 1, 2007 with a third party to perform office and administrative
          services
          for approximately $14,100 (CDN$15,000) per month.
 
  **7.     Non-cash
          Investing and Financing Activities**
  During
          the six months ended October 31, 2007, the Company issued 100,800 warrants
          with
          an estimated fair value of $37,767 as a finder’s fee in a private
          placement.
 
   13




**ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 **OVERVIEW**
 
 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 33,115 gross acres located in Chile and Peru, and a further
        6,672 gross acres located in Mexico, targeting gold, copper and
        platinum.
 
 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. 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.
 
 **Subsidiaries**
 
 During
        May 2007 through July 2007 and in accordance with applicable local laws and
        regulations in Chile, Peru and Mexico, we incorporated three wholly-owned
        subsidiaries in Chile, Peru and Mexico as follows: Sociedad Zoro Chile Limitada,
        in Chile, South America; Zoro Mining SAC, in Peru, South America; and Aravena
        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
“MINERAL INTERESTS – South America and Mexico.”
 
 **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 Quarterly Report,
        our
        total issued and outstanding shares of common stock is 86,750,400. See “Part II.
        OTHER INFORMATION –  Item 2. Unregistered Sales of Securities and Use
        of Proceeds.:
 
  **MINERAL
        INTERSTS**
 
 **South
        America and Mexico**
  In
        accordance with the terms and conditions of a certain Mineral Property
        Acquisition Agreement dated April 12, 2007 and effective on May 7, 2007 (the
        "Option Agreement"), as entered into among us and each of Eduardo Esteffan
        M.,
        Fresia Sepulveda H., Eduardo Esteffan S.,
        Gretchen Esteffan S., Claudio Esteffan S. and Integrity Capital Group, LLC
        (collectively, the "Vendors") , the Vendors granted to us the sole and exclusive
        option (the "Option") to acquire a 100% undivided legal, beneficial and
        registerable interest in and to six separate unencumbered mineral property
        interests totaling approximately 39,787 gross acres located in Chile, Peru
        and
        Mexico and targeting potential gold, copper and platinum group prospects
        (collectively, the "Property").  The Property is more particularly
        described as follows:
  *Location*
              *Project*
              *Exploration
                  Target*
              *Concession
                  Acres*Sonora,
                  Mexico
              The
                  Las Animas Project
              Gold,
                  Copper
              6,672Chile,
                  South America
              The
                  Costa Rica Project
              Gold,
                  Copper
              5,189Chile,
                  South America
              The
                  Escondida Project
              Gold,
                  Platinum
              4,942Chile,
                  South America
              The
                  Rio Sur Project
              Gold,
                  Copper
              3,212Chile,
                  South America
              Don
                  Beno Project
              Gold,
                  Copper
              14,830Peru,
                  South America
              The
                  Yura Project
              Gold
              4,942*Total
                  acreage:*
              39,787
  
 14
  ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS
        OR PLAN OF OPERATION (continued)
  MINERAL
        INTERSTS
        (continued)
  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 Quarterly 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.
  As
        of the
        date of this Quarterly 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. Furthermore,
        as of
        the date of this Quarterly Report, we are in the process of evaluating the
        various Property interests and completing further due diligence in order
        to
        determine our best course of planned exploration and development work moving
        forward.
   **RESULTS
        OF OPERATIONS**
  **For
        Six-Month Period Ended October 31, 2007 Compared to Six-Month Period Ended
        October 31, 2006.**
 
 The
        summarized consolidated financial data set forth in the tables below and
        discussed in this section should be read in conjunction with our consolidated
        financial statements and related notes for the six-month period ended October
        31, 2007, which financial statements are included elsewhere in this Quarterly
        Report.
  **For
                  Six-Month**
                **Ended
                  October 31, 2007**
                **(unaudited)**
              
              
              **For
                  Six-Month Period Ended October 31, 2006**
                **(unaudited)****Expenses******Consulting
              
              $
              142,246
              
              
              $
              -0-****Depreciation
              
              
              27,241
              
              
              
              -0-Donated
                  services
              
              
              -0-
              
              
              
              6,000Filing
                  and transfer agent fees
              
              
              9,499
              
              
              
              -0-Management
                  and administration
              
              
              251,430
              
              
              
              -0-Mineral
                  property costs
              
              
              4,416,871
              
              
              
              8,301Office
                  and general
              
              
              194,222
              
              
              
              1,991Professional
                  fees and organizational costs
              
              
              105,072
              
              
              
              30,070**Loss**
              
              $
              (5,146,581
              )
              
              $
              (46,362
              )****Interest
                  Income
              
              
              50,816
              
              
              
              -0-**Net
                  loss**
              
              $
              (5,095,765
              )
              
              $
              (46,362
              )
 
  15
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
        OF OPERATION (continued)
  RESULTS OF OPERATIONS
        (continued)
  Our
        net
        loss during the six-month period ended October 31, 2007 was approximately
        ($5,095,765) compared to ($46,362) for the six-month period ended October
        31,
        2006 (an increase of $5,049,403).
 
 During
        the six-month periods ended October 31, 2007 and 2006, respectively, we did
        not
        generate any revenue. During the six-month period ended October 31, 2007,
        we
        incurred expenses in the aggregate amount of $5,146,581 compared to $46,362
        incurred during the six-month period ended October 31, 2006 (an increase
        of
        $5,100,219). The operating expenses incurred during the six-month period
        ended
        October 31, 2007 consisted of: (i) mineral property costs of $4,416,871 (2006:
        $8,301); (ii) management and administration of $251,430 (2006: $-0-); (iii)
        consulting expenses of $142,246 (2006: $-0-); (iv) professional fees and
        organizational costs of $105,072 (2006: $30,070); (v) office and general
        of
        $194,222 (2006: $1,991); (iv) depreciation of $27,241 (2006: $-0-); and (v)
        donated services of $-0- (2006: $6,000). During the six-month period ended
        October 31, 2007, expenses were offset by other income consisting of interest
        income in the amount of $50,816 (2006: $-0-), resulting in a net loss of
        ($5,095,765) compared to a net loss of ($46,362) for the same period in 2006.
        Of
        the $4,416,871 incurred as mineral property costs, we incurred costs of $621,132
        to a corporation which has a common director
        for the purpose of acquiring exploration equipment and paying certain mineral
        property costs in Peru and Chile.
 
 During
        the six-month period ended October 31, 2007, we paid an aggregate $57,500
        to one
        of our directors/officers for services rendered and incurred an additional
        $37,500 in fees to another one of our directors/officers for services rendered.
        The $37,500 is due and owing and is included in accounts payable.
 
 The
        increase in net loss during the six-month period ended October 31, 2007 compared
        to the six-month period ended October 31, 2006 is attributable primarily
        to the
        increase in mineral property costs and management and administrative fees
        and
        consulting expenses relating to the increase in the scale and scope of
        acquisition and exploratory programs and an increase in overall office and
        general expenses. Our net loss during the six-month period ended October
        31,
        2007 was ($5,095,765) or ($0.06) per share compared to a net loss of ($46,362)
        or ($0.01) per share for the six-month period ended October 31, 2006. The
        weighted average number of shares outstanding was 91,691,589 at October 31,
        2007
        compared to 5,337,501 at October 31, 2006.
 
 **For
        Three-Month Period Ended October 31, 2007 Compared to Three-Month Period
        Ended
        October 31, 2006.**
 
 Our
        net
        loss during the three-month period ended October 31, 2007 was approximately
        ($613,670) compared to ($28,275) for the three-month period ended October
        31,
        2006 (an increase of $585,395).
 
 During
        the three-month periods ended October 31, 2007 and 2006, respectively, we
        did
        not generate any revenue. During the three-month period ended October 31,
        2007,
        we incurred expenses in the aggregate amount of $641,896 compared to $28,275
        incurred during the three-month period ended October 31, 2006 (an increase
        of
        $613,621). The operating expenses incurred during the three-month period
        ended
        October 31, 2007 consisted of: (i) mineral property costs of $245,696 (2006:
        $5,498); (ii) management and administration of $37,322 (2006: $-0-); (iii)
        consulting expenses of $95,226 (2006: $-0-); (iv) professional fees of $66,400
        (2006: $17,880); (v) office and general of $177,583 (2006: $1,897); (iv)
        depreciation of $18,259 (2006: $-0-); and (v) donated services of $-0- (2006:
        $3,000). During the three-month period ended October 31, 2007, expenses were
        offset by other income consisting of interest income in the amount of $28,226
        (2006: $-0-), resulting in a net loss of ($613,670) compared to a net loss
        of
        ($28,275) for the same period in 2006.
 
 The
        increase in net loss during the three-month period ended October 31, 2007
        compared to the three-month period ended October 31, 2006 is attributable
        primarily to the increase in mineral property costs and management and
        administrative fees and consulting expenses relating to the increase in the
        scale and scope of acquisition and exploratory programs and an increase in
        overall office and general expenses. Our net loss during the three-month
        period
        ended October 31, 2007 was ($613,670) or ($0.01) per share compared to a
        net
        loss of ($28,275) or ($0.00) per share for the three-month period ended October
        31, 2006. The weighted average number of shares outstanding was 86,750,748
        at
        October 31, 2007 compared to 5,675,001 at October 31, 2006.
 
 16
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
          OF OPERATION (continued)
  **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 Our
        financial statements have been prepared assuming that we will continue as
        a
        going concern and, accordingly, do not include adjustments relating to the
        recoverability and realization of assets and classification of liabilities
        that
        might be necessary should we be unable to continue in operation.
 
 As
        at
        fiscal year ended April 30, 2007, our current assets were $2,931,487 and
        our
        current liabilities were $106,422, resulting in a working capital surplus
        of
        $2,825,065. As at the six-month period ended October 31, 2007, our total
        assets
        were $2,758,735 compared to total assets of $2,707,584 at fiscal year ended
        April 30, 2007. Our total assets consisted of: (i) $2,007,749 in cash and
        cash
        equivalents; (ii) $146,727 in prepaid expenses; (iii) $126,604 in accounts
        receivable; (iv) $128,750 in loan receivable; and (v) $348,905 in equipment,
        net
        of accumulated depreciation of $27,241. As at the six-month period ended
        October
        31, 2007, our total current liabilities were $818,182 compared to total
        liabilities of $239,262 at fiscal year ended April 30, 2007. Our current
        liabilities consisted of: (i) $628,533 due to related parties; and (ii) $189,649
        in accounts payable and accrued liabilities. The increase in current liabilities
        was primarily due to the increase in amounts due to related
        parties.
 
 Stockholders’
        equity decreased from $2,468,322 as at April 30, 2007 to $1,940,553 as at
        October 31, 2007.
 
 We
        have
        not generated positive cash flows from operating activities. For the six-month
        period ended October 31, 2007, net cash flow used in operating activities
        was
        ($1,180,402) compared to net cash flow used in operating activities of ($53,525)
        for the six-month period ended October 31, 2006. Net cash flow used in operating
        activities during the six-month period ended October 31, 2007 consisted
        primarily of a net loss of ($5,095,765) adjusted by $209,293 in non-cash
        stock-based management fees, $3,192,763 in warrants issued for mineral
        properties, $27,241 for depreciation, $3,750 for accrued interest, $30,000
        decrease in prepaid expenses, $83,284 increase in accounts payable and accrued
        liabilities, $495,636 increase in amounts due to related parties, and ($126,604)
        increase in accounts receivable.
 
 For
        the
        six-month period ended October 31, 2007, net cash flows used in investing
        activities was ($376,146) compared to net cash flows used in investing
        activities of $-0- for the six-month period ended July 31, 2006. Net cash
        flow
        used in investing activities for the six-month period ended October 31, 2007
        consisted of expenditures for equipment.
 
 For
        the
        six-month period ended October 31, 2007, net cash flow from financing activities
        was $1,165,940 compared to net cash flow from financing activities of $101,250
        for the six-month period ended October 31, 2006. Net cash flow from financing
        activities during the six-month period ended October 31, 2007 pertained
        primarily to $1,165,940 received as proceeds from issuance of common stock
        and
        share subscriptions received.
 
  **PLAN
        OF OPERATION**
  During
        fiscal year ended April 30, 2007 and through the date of this Quarterly Report,
        we completed a private placement pursuant to which we issued an aggregate
        of
        3,150,400 Units at a subscription price of U.S. $1.25 per Unit for total
        gross
        proceeds of $3,938,000 with each Unit being comprised of one common share
        and
        one non-transferable share purchase Warrant. Each resulting Warrant entitles
        the
        subscriber to purchase an additional share of our common stock ("Warrant
        Share")
        at a price of $1.50 per share for a two year period commencing upon the date
        of
        issuance of the Units, May 18, 2007, and ending on the date that is two years
        from the effective date of registration with the Securities and Exchange
        Commission of the common shares underlying the warrants.
  Effective
        July 18, 2007, we filed a Registration Statement under the 1933 Securities
        Act
        to register 72,000,000 shares of common stock. On August 18, 2006 we had
        sold an
        aggregate of 36,450,000 shares of common stock at a price of $0.00278 per
        share
        for proceeds of $101,250.
  17
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
        (continued)**
  PLAN
        OF OPERATION
        (continued)
  On
        October 17, 2007, we filed a registration statement on Form SB-2 under the
        1933
        Securities Act to register an aggregate 6,401,600 shares of common stock,
        of
        which 3,150,400 are shares of common stock currently held by existing
        shareholders (the “Selling Shareholders”) and 3,251,200 are shares of common
        stock underlying certain warrants held by the Selling Shareholders. In the
        event
        all of the warrants are exercised, we will receive gross proceeds in an amount
        of $4,876,800.
  Existing
        working capital, further advances and possible debt instruments, warrant
        exercises, further private placements, monetization of existing assets, and
        anticipated cash flow are expected to be adequate to fund our operations
        over
        the next six to twelve months. We have no lines of credit or other bank
        financing arrangements. Generally, we have financed operations to date through
        the proceeds of the private placement of equity and debt securities. We will
        need to raise additional capital and increase revenues to meet both medium-term
        and long-term operating requirements.
  Additional
        issuances of equity or debt securities will result in dilution to our current
        shareholders. Further, such securities might have rights, preferences or
        privileges senior to our common stock. Additional financing may not be available
        upon acceptable terms, or at all. If adequate funds are not available or
        are not
        available on acceptable terms, we may not be able to take advantage of
        prospective new business endeavors or opportunities, which could significantly
        and materially restrict our business operations.
  The
        report of the independent registered public accounting firm that accompanies
        our
        April 30, 2007 and April 30, 2006 financial statements contains an explanatory
        paragraph expressing substantial doubt about our ability to continue as a
        going
        concern. The financial statements have been prepared "assuming that we will
        continue as a going concern," which contemplates that we will realize our
        assets
        and satisfy our liabilities and commitments in the ordinary course of
        business.
   **MATERIAL
        COMMITMENTS**
  As
        of the
        date of this Quarterly Report and other than as disclosed below, we do not
        have
        any material commitments for fiscal year 2007 - 2008.
  **Acquisition
        Expenditures – Option Agreement**
  In
        accordance with the terms and conditions of the Option Agreement, the Vendors
        granted to us the sole and exclusive option (the "Option") to acquire a 100%
        undivided legal, beneficial and registerable interest in and to six separate
        unencumbered mineral property interests totaling approximately 39,787 gross
        acres located in Chile, Peru and Mexico targeting potential gold, and copper
        prospects (collectively, the "Property"). We have made and will continue
        to make
        maintenance payments to or on the Vendors' behalf, all underlying option,
        regulatory and governmental payments and assessment work required to keep
        the
        mineral property interests comprising the Property in good
        standing.
  **Corporate
        Services Agreement**
  On
        approximately May 1, 2007, we entered into an eighteen month corporate support
        agreement commencing retroactively from January 1, 2007 and expiring June
        30,
        2008 (the “Corporate Support Agreement”) with Sweetwater Capital Corp., a
        private company organized under the laws of the Province of British Columbia
        (“SCC”). In accordance with the terms and provisions of the Corporate Support
        Agreement: (i) SCC shall provide us with corporate services including, but
        not
        limited to, furnished offices, communication services, support services,
        personnel, and other incidental services in order for us to be able to perform
        our corporate business operations and activities in Vancouver, British Columbia;
        (ii) SCC shall further provide at our request financial services, bookkeeping
        and accounting services, formulation of budget plans, establishment of financial
        relationships, and preparation and maintenance of proper accounting records;
        (iii)  we shall pay SCC the aggregate monthly sum of $15,000
        CDN.
  18
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
        OF OPERATION (continued)
  **OFF-BALANCE
        SHEET ARRANGEMENTS**
 
 As
        of the
        date of this Quarterly Report, we do not have any off-balance sheet arrangements
        that have, or are reasonably likely to have, a current or future effect on
        our
        financial condition, changes in financial condition, revenues or expenses,
        results of operations, liquidity, capital expenditures or capital resources
        that
        are material to investors.  The term “off-balance sheet arrangement”
generally means any transaction, agreement or other contractual arrangement
        to
        which an entity unconsolidated with us is a party, under which we have (i)
        any
        obligation arising under a guarantee contract, derivative instrument or variable
        interest; or (ii) a retained or contingent interest in assets transferred
        to
        such entity or similar arrangement that serves as credit, liquidity or market
        risk support for such assets.
 
  **AUDIT
        COMMITTEE REPORT**
 
 Our
        Board
        of Directors has not established an audit committee.  The respective
        role of an audit committee has been conducted by our Board of Directors.
        We are
        contemplating establishment of an audit committee during fiscal year 2007-2008.
        When established, the audit committee's primary function will be to provide
        advice with respect our financial matters and to assist our Board of Directors
        in fulfilling its oversight responsibilities regarding finance, accounting,
        and
        legal compliance. The audit committee's primary duties and responsibilities
        will
        be to: (i) serve as an independent and objective party to monitor our financial
        reporting process and internal control system; (ii) review and appraise the
        audit efforts of our independent accountants; (iii) evaluate our quarterly
        financial performance as well as its compliance with laws and regulations;
        (iv)
        oversee management's establishment and enforcement of financial policies
        and
        business practices;
        and (v) provide an open avenue of communication among the independent
        accountants, management and our Board of Directors.
  
 **ITEM
        3. INTERNAL CONTROLS AND PROCEDURES**
 
 An
        evaluation was conducted under the supervision and with the participation
        of our
        management, including Harold Gardner, our President and Chief Operating Officer,
        and Jas Butalia, our Chief Financial Officer, of the effectiveness of the
        design
        and operation of our disclosure controls and procedures as of October 31,
        2007.
        Based on that evaluation, Messrs. Gardner and Butalia concluded that our
        disclosure controls and procedures were effective as of such date to ensure
        that
        information required to be disclosed in the reports that we file or submit
        under
        the Exchange Act, is recorded, processed, summarized and reported within
        the
        time periods specified in SEC rules and forms. Such officers also confirm
        that
        there was no change in our internal control over financial reporting during
        the
        six-month period ended October 31, 2007 that has materially affected, or
        is
        reasonably likely to materially affect, our internal control over financial
        reporting.
    
 19
 
 **PART
                  II**
 
 **ITEM
        1. LEGAL PROCEEDINGS.**
 
 Management
        is not aware of any legal proceedings contemplated by any governmental authority
        or any other party involving us or our properties. As of the date of this
        Annual
        Report, no director, officer or affiliate is (i) a party adverse to us in
        any
        legal proceeding, or (ii) has an adverse interest to us in any legal
        proceedings. Management is not aware of any other legal proceedings pending
        or
        other actions that have been threatened against us or our
        properties:
   **ITEM
        2. CHANGES IN SECURITIES AND USE OF PROCEEDS**
  During
        the six-month period ended October 31, 2007, we issued 1,382,737 shares of
        our
        common stock pursuant to contractual debts or financings and shares of our
        common stock were cancelled and returned to treasury as follows.
 
 ·
              During
                  the six-month period ended October 31, 2007, we issued an aggregate
                  of 3,150,400 shares of restricted common stock through a private
                  placement
                  of Units, at $1.25 per Unit, for total proceeds of $3,938,000.
                  Each unit
                  consists of one common share in our capital stock and one non-transferable
                  common stock purchase warrant at an exercise price of $1.50 per
                  Share. The
                  expiration date for the warrants is January 2009. The investors
                  executed a
                  subscription agreement and acknowledged that the securities to
                  be issued
                  have not been registered under the Securities Act of 1933, as amended,
                  that the investor understood the economic risk of an investment
                  in the
                  securities, and that the investor had the opportunity to ask questions
                  of
                  and receive answers from our management concerning any and all
                  matters
                  related to acquisition ofthe securities. No underwriter was involved
                  in
                  the transaction and no commission was paid.  A total of $172,060
                  and 100,800 warrants were paid to consultants as finders’ fees in
                  connection with
                  the private placement, with such warrants having the same terms
                  and
                  conditions as the warrants in the units of the private
                  placement.
  ·
              On
                  May 7, 2007, and in connection with the terms and provisions of
                  the Option
                  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.
 
 ·
              On
                  May 18, 2007, and in connection with the terms and provisions of
                  the
                  Option Agreement, we granted an aggregate of 4,670,000 warrants
                  to
                  purchase restricted shares of our common stock at an exercise price
                  of
                  $0.70 per share for a term until May 18, 2009 as compensation for
                  finders’
                  fee in connection with the exploration properties acquired. Of
                  the
                  4,670,000 warrants granted, an aggregate of 808,500 warrants were
                  issued
                  to Harold Gardner, our President/Chief Executive Officer and one
                  of our
                  directors.
 
 ·
              On
                  May 18, 2007, and in connection with management services to be
                  rendered by
                  our President/Chief Executive Officer, we granted an aggregate
                  of 800,000
                  warrants to purchase restricted shares of our common stock at an
                  exercise
                  price of $1.50 per share for a term until May 18,
                  2009.
   **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES.**
  Not
        applicable.
 
  **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
  Not
        applicable.
   **ITEM
        5. OTHER INFORMATION.**
  Not
        applicable.
  20
  **ITEM
        6. EXHIBITS.**
   31.1
              Certification
                of Chief Executive Officer pursuant to Securities Exchange Act of
                1934 Rule 13a-14(a) or 15d-14(a).31.2
              Certification
                of Chief Financial Officer pursuant to Securities Exchange Act of
                1934
                Rule 13a-14(a) or 15d-14(a).32.1
              Certifications
                pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b)
                and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002.
   **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.Date:
                  December 14, 2007
              By:
                  /s/ Harold GardnerHarold
                  Gardner, President and Chief Executive OfficerDate:
                  December 14, 2007
              By:
                  /s/ Jas ButaliaJas
                  Butalia,Chief
                  Financial Officer
  
   21