UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

x

For the quarterly period ended July 31, 2011

o

Commission File Number:        000-52550







ZORO MINING CORP.(Exact name of registrant as specified in its charter)



|Nevada(State or other jurisdiction of incorporation or organization)                   |  | N/A(I.R.S. Employer Identification No.)
|-------------------------------------------------------------------------------------- |  | ---------------------------------------
|3040 North Campbell Avenue #110Tucson, Arizona(Address of principal executive offices) |  | 85719(Zip Code)                        
|(520) 299-0390(Registrant's telephone number, including area code)                     |  |                                        

Indicate by check mark whether the registrant (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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes

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



|Large accelerated filer                       | o | Accelerated filer         | o
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         | o | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                           |  

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  42,464,440 shares of common stock as of September 14, 2011.





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ZORO MINING CORP.



Quarterly Report On Form 10-Q
For The Quarterly Period Ended
July 31, 2011

INDEX

|PART I - FINANCIAL INFORMATION | 1                                                                                    
|------------------------------ | -------------------------------------------------------------------------------------
|                               |                                                                                      
|Item 1.                        | Financial Statements                                                                 
|Item 2.                        | Management's Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4.                        | Controls and Procedures                                                              
|                               |                                                                                      
|PART II - OTHER INFORMATION    | 26                                                                                   
|                               |                                                                                      
|Item 1.                        | Legal Proceedings                                                                    
|Item 1A.                       | Risk Factors                                                                         
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3.                        | Defaults Upon Senior Securities                                                      
|Item 4.                        | (Removed and Reserved)                                                               
|Item 5.                        | Other Information                                                                    
|Item 6.                        | Exhibits                                                                             



This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries  and other factors.  Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-K for the year ended April 30, 2011, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC").  These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

2



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Part I



Item 1.         Financial Statements

The following unaudited interim financial statements of Zoro Mining Corp. (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:

|                                                                                                                                                                                               | Page
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Interim Consolidated Balance Sheets as at July 31, 2011 (unaudited) and April 30, 2011 (audited)                                                                                               | 4   
|Interim Consolidated Statements of Operations and Comprehensive Loss for the periods ended July 31, 2011 and July 31, 2010 and for the period from inception (April 20, 2004) to July 31, 2011 | 5   
|Interim Consolidated Statements of Cash Flows for the periods ended July 31, 2011 and July 31, 2010 and for the period from inception (April 20, 2004) to July 31, 2011                        | 6   
|Interim Consolidated Statement of Stockholders' Equity and Deficiency for the period from inception (April 20, 2004) to July 31, 2011                                                          | 7   
|Condensed Notes to the Interim Consolidated Financial Statements                                                                                                                               | 9   

3



---

Zoro Mining Corp.
(An Exploration Stage Company)
Interim Consolidated Balance Sheets as at July 31, 2011 (unaudited) and April 30, 2011 (audited)
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared By Management)

|                                                                                |  | July 31,
2011
$ |             |   | April 30,
2011
$ | 
|------------------------------------------------------------------------------- |  | --------------- | ----------- | - | ---------------- | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|CURRENT ASSETS                                                                  |  |                 |             |   |                  | 
|Cash                                                                            |  |                 | 1,622       |   |                  | 
|Other receivables and pre paid expenses                                         |  |                 | 11,789      |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|Total Current Assets                                                            |  |                 | 13,411      |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|EQUIPMENT (Note 4)                                                              |  |                 | 67,317      |   |                  | 
|MINERAL PROPERTIES                                                              |  |                 | 8           |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|TOTAL ASSETS                                                                    |  |                 | 80,736      |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|                                                                                |  |                 |             |   |                  | 
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                        |  |                 |             |   |                  | 
|                                                                                |  |                 |             |   |                  | 
|Current Liabilities                                                             |  |                 |             |   |                  | 
|                                                                                |  |                 |             |   |                  | 
|Accounts payable and accrued liabilities                                        |  |                 | 771,732     |   |                  | 
|Promissory notes payable (Note 6)                                               |  |                 | 22,374      |   |                  | 
|Convertible Notes (Note 6)                                                      |  |                 | 206,736     |   |                  | 
|Derivative Financial Instruments (Note 6)                                       |  |                 | 45,350      |   |                  | 
|Due to related parties (Note 5)                                                 |  |                 | 1,079,936   |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|Total Current Liabilities                                                       |  |                 | 2,126,128   |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|                                                                                |  |                 | -           |   |                  | 
|                                                                               
|Total Liabilities                                                               |  |                 | 2,126,128   |   |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|Stockholders' Deficiency                                                        |  |                 |             |   |                  | 
|                                                                                |  |                 |             |   |                  | 
|Capital stock (Note 7)
180,000,000 common shares authorized, $0.00001 par value |  |                 |             |   |                  | 
|36,971,108 shares issued and outstanding (2010 - 36,971,108)                    |  |                 | 1,195       |   |                  | 
|Additional paid-in capital                                                      |  |                 | 19,003,080  |   |                  | 
|Donated capital                                                                 |  |                 | 34,500      |   |                  | 
|Deficit accumulated during the exploration stage                                |  |                 | (21,084,167 | ) |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|Total Stockholders' Deficiency                                                  |  |                 | (2,045,392  | ) |                  | 
|                                                                               
|                                                                                |  |                 |             |   |                  | 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  |  |                 | 80,736      |   |                  | 
|                                                                               



GOING CONCERN  (Note 2)COMMITMENTS AND CONTINGENCIES (Note 8)
RELATED PARTY TRANSACTIONS (Note 5)
SUBSEQUENT EVENTS (NOTE 11)

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

4



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Zoro Mining Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Operations and comprehensive loss for the three months ended July 31, 2011 and July 31, 2010 and for the period from inception (April 20, 2004) to July 31, 2011Amounts Expressed in U.S. Dollars
(Unaudited - Prepared By Management)



|                                                                        |  | For the Three Months Ended July 31, 2011 |            |   | For the Three Months Ended July 31, 2010 (Revised Note 10) |  |            | From April 20, 2004 (Date of Inception) to July 31, 2011 | 
|----------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | - | ---------------------------------------------------------- |  | ---------- | -------------------------------------------------------- | 
|                                                                       
|                                                                        |  | $                                        |            |   | $                                                          |  |            | $                                                        | 
|Expenses                                                                |  |                                          |            |   |                                                            |  |            |                                                          | 
|Bad Debt                                                                |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Depreciation                                                            |  |                                          | 14,238     |   |                                                            |  | 14,799     |                                                          | 
|Donated services                                                        |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Filing and transfer agent fees                                          |  |                                          | 1,419      |   |                                                            |  | 1,603      |                                                          | 
|Impairment of mineral property costs                                    |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Interest expense                                                        |  |                                          | 19,149     |   |                                                            |  | 21,895     |                                                          | 
|Investor relations                                                      |  |                                          | 13,244     |   |                                                            |  | 3,500      |                                                          | 
|Management and administration fees                                      |  |                                          | 98,250     |   |                                                            |  | 147,465    |                                                          | 
|Mineral exploration costs (Note 3)                                      |  |                                          | 74,194     |   |                                                            |  | 139,103    |                                                          | 
|Office and general                                                      |  |                                          | 20,984     |   |                                                            |  | 7,559      |                                                          | 
|Professional fees                                                       |  |                                          | 35,868     |   |                                                            |  | 37,719     |                                                          | 
|                                                                       
|                                                                        |  |                                          | (277,346   | ) |                                                            |  | (373,643   | )                                                        | 
|Other income                                                            |  |                                          |            |   |                                                            |  |            |                                                          | 
|Federal income tax recovery                                             |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Gain on sale of fixed assets                                            |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Derivative Gain (Loss) (Note 6)                                         |  |                                          | 2,032      |   |                                                            |  | 881        |                                                          | 
|Extinguishment Loss on Debt Modification                                |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Gain on settlement of debt                                              |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|Interest income                                                         |  |                                          | -          |   |                                                            |  | -          |                                                          | 
|                                                                       
|                                                                        |  |                                          |            |   |                                                            |  |            |                                                          | 
|Net loss                                                                |  |                                          | (275,314   | ) |                                                            |  | (372,762   | )                                                        | 
|                                                                       
|                                                                        |  |                                          |            |   |                                                            |  |            |                                                          | 
|Basic and diluted  loss per common share                                |  |                                          | (0.01      | ) |                                                            |  | (0.01      | )                                                        | 
|                                                                       
|                                                                        |  |                                          |            |   |                                                            |  |            |                                                          | 
|Weighted average number of common shares outstanding -basic and diluted |  |                                          | 36,971,108 |   |                                                            |  | 28,401,536 |                                                          | 
|                                                                       



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

5



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Zoro Mining Corp.
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows for the three months ended July 31, 2011 and July 31, 2010 and for the period from 
inception (April 20, 2004) to July 31, 2011
Amounts Expressed in U.S. dollars
(Unaudited - Prepared by Management)

|                                                                        |  | For the Three Months
Ended July 31,
2011
$ |          |   | For the Three Months
Ended July 31, 2010
$
(Revised Note 10) |  |          | From
April 20, 2004
(Date of Inception)
to July 31,2011
$ | 
|----------------------------------------------------------------------- |  | ------------------------------------------ | -------- | - | ------------------------------------------------------------ |  | -------- | --------------------------------------------------------- | 
|                                                                       
|Cash Flows Used In Operating Activities                                 |  |                                            |          |   |                                                              |  |          |                                                           | 
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Net loss                                                                |  |                                            | (275,314 | ) |                                                              |  | (372,762 | )                                                         | 
|Adjustments to reconcile net loss to cash used in operating activities: |  |                                            |          |   |                                                              |  |          |                                                           | 
|Federal income tax recovery                                             |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Extinguishment loss on debt modification                                |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Adjustment to fair value of derivative instruments                      |  |                                            | (2,032   | ) |                                                              |  | (881     | )                                                         | 
|Amortization of debt discount                                           |  |                                            | 5,045    |   |                                                              |  | -        |                                                           | 
|Depreciation                                                            |  |                                            | 14,238   |   |                                                              |  | 14,799   |                                                           | 
|Non-cash management fees                                                |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Accrued interest income                                                 |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Gain on sale of fixed assets                                            |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Accretion of interest on convertible note                               |  |                                            | -        |   |                                                              |  | 4,867    |                                                           | 
|Bad debt                                                                |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Impairment of mineral properties                                        |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Gain on debt settlement                                                 |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Donated rent                                                            |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Donated services                                                        |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Change in operating assets and liabilities:                             |  |                                            |          |   |                                                              |  |          |                                                           | 
|Decrease (increase) in other receivables and prepaid expenses           |  |                                            | (3,376   | ) |                                                              |  | 2,328    |                                                           | 
|Increase  in due to related parties                                     |  |                                            | 215,428  |   |                                                              |  | 104,064  |                                                           | 
|Increase (decrease) in accounts payable and accrued liabilities         |  |                                            | (33,528  | ) |                                                              |  | 171,673  |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Net Cash Used in Operating Activities                                   |  |                                            | (79,539  | ) |                                                              |  | (75,912  | )                                                         | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Cash Flows Used In Investing Activities                                 |  |                                            |          |   |                                                              |  |          |                                                           | 
|Purchase of equipment                                                   |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Proceeds from Sale of Equipment                                         |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Loan receivable                                                         |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Net Cash Used In Investing Activities                                   |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Cash Flows From Financing Activities                                    |  |                                            |          |   |                                                              |  |          |                                                           | 
|Promissory note payable                                                 |  |                                            | -        |   |                                                              |  | 60,000   |                                                           | 
|Convertible note                                                        |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Proceeds from common stock issuances and subscriptions                  |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Net Cash From Financing Activities                                      |  |                                            | -        |   |                                                              |  | 60,000   |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Increase (Decrease) in Cash                                             |  |                                            | (79,539  | ) |                                                              |  | (15,912  | )                                                         | 
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Cash - Beginning                                                        |  |                                            | 81,161   |   |                                                              |  | 34,790   |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Cash - Ending                                                           |  |                                            | 1,622    |   |                                                              |  | 18,878   |                                                           | 
|                                                                       
|                                                                        |  |                                            |          |   |                                                              |  |          |                                                           | 
|Supplemental Disclosures                                                |  |                                            |          |   |                                                              |  |          |                                                           | 
|Interest paid                                                           |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|Income taxes paid                                                       |  |                                            | -        |   |                                                              |  | -        |                                                           | 
|                                                                       



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

6



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Zoro Mining Corp.
(An Exploration Stage Company)
Interim Consolidated Statement of Stockholders' Equity and Deficiency
From April 20, 2004 (Date of Inception) to July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared By Management)

|                                                                 |              |   |         |            | Additional
Paid-in |       |   | Common Stock Subscrip- |             | Deficit Accumulated During the Exploration |        | Don-
ated |             |             |  
|---------------------------------------------------------------- | ------------ | - | ------- | ---------- | ------------------ | ----- | - | ---------------------- | ----------- | ------------------------------------------ | ------ | --------- | ----------- | ----------- | -
|                                                                 | Common Stock |   | Capital |            |                    | tions |   | Stage                  |             | Capital                                    |        | Total     |            
|                                                                 | #            |   | $       |            | $                  |       |   | $                      |             | $                                          |        | $         |             | $           |  
|Balance - April 20, 2004 (Date of Inception)                     | -            |   | -       |            | -                  |       |   | -                      |             | -                                          |        | -         |             | -           |  
|Issuance of common shares for cash  at $.0002/share              | 7,200,000    |   | 1,440   |            | (1,400             | )     |   | (40                    | )           | -                                          |        | -         |             | -           |  
|Net loss for the period                                          | -            |   | -       |            | -                  |       |   | -                      |             | (1,858                                     | )      | -         |             | (1,858      | )
|                                                                
|Balance - April 30, 2004                                         | 7,200,000    |   | 1,440   |            | (1,400             | )     |   | (40                    | )           | (1,858                                     | )      | -         |             | (1,858      | )
|Issuance of common shares for cash  at $.0002/share              | 1,800,000    |   | 360     |            | (350               | )     |   | (10                    | )           | -                                          |        | -         |             | -           |  
|Share subscriptions received                                     | -            |   | -       |            | -                  |       |   | 40                     |             | -                                          |        | -         |             | 40          |  
|Donated rent and services                                        | -            |   | -       |            | -                  |       |   | -                      |             | -                                          |        | 10,500    |             | 10,500      |  
|Net loss for the year                                            | -            |   | -       |            | -                  |       |   | -                      |             | (32,480                                    | )      | -         |             | (32,480     | )
|                                                                
|Balance - April 30, 2005                                         | 9,000,000    |   | 1,800   |            | (1,750             | )     |   | (10                    | )           | (34,338                                    | )      | 10,500    |             | (23,798     | )
|Share subscriptions received                                     | -            |   | -       |            | -                  |       |   | 10                     |             | -                                          |        | -         |             | 10          |  
|Donated rent and services                                        | -            |   | -       |            | -                  |       |   | -                      |             | -                                          |        | 12,000    |             | 12,000      |  
|Net loss for the year                                            | -            |   | -       |            | -                  |       |   | -                      |             | (12,690                                    | )      | -         |             | (12,690     | )
|                                                                
|Balance - April 30, 2006                                         | 9,000,000    |   | 1,800   |            | (1,750             | )     |   | -                      |             | (47,028                                    | )      | 22,500    |             | (24,478     | )
|Issuance of common shares for cash at $0.0544/share              | 1,822,500    |   | 364     |            | 100,886            |       |   | -                      |             | -                                          |        | -         |             | 101,250     |  
|Share subscriptions received                                     | -            |   | -       |            | -                  |       |   | 2,600,000              |             | -                                          |        | -         |             | 2,600,000   |  
|Donated rent and services                                        | -            |   | -       |            | -                  |       |   | -                      |             | -                                          |        | 12,000    |             | 12,000      |  
|Net loss for the year                                            | -            |   | -       |            | -                  |       |   | -                      |             | (220,450                                   | )      | -         |             | (220,450    | )
|                                                                
|Balance - April 30, 2007                                         | 10,822,500   |   | 2,164   |            | 99,136             |       |   | 2,600,000              |             | (267,478                                   | )      | 34,500    |             | 2,468,322   |  
|Shares and warrants issued for private placement at $25 per unit | 157,514      |   | 32      |            | 3,765,908          |       |   | (2,600,000             | )           | -                                          |        | -         |             | 1,165,940   |  
|Share cancellation                                               | (6,642,500   | ) | (1,328  | )          | 1,328              |       |   | -                      |             | -                                          |        | -         |             | -           |  
|Fair value of warrants issued for mineral properties             | -            |   | -       |            | 840,000            |       |   | -                      |             | -                                          |        | -         |             | 840,000     |  
|Fair value of warrants issued for services                       | -            |   | -       |            | 209,293            |       |   | -                      |             | -                                          |        | -         |             | 209,293     |  
|Net loss                                                         | -            |   | -       |            | -                  |       |   | -                      |             | (3,539,499                                 | )      | -         |             | ( 3,539,499 | )
|                                                                
|Balance - April 30, 2008                                         | 4,337,514    |   | 868     |            | 4,915,665          |       |   | -                      |             | (3,806,977                                 | )      | 34,500    |             | 1,144,056   |  
|Issuance of common shares for services                           | 7,500        |   | 1       |            | 119,999            |       |   | -                      |             | -                                          |        | -         |             | 120,000     |  
|Net loss                                                         | -            |   | -       |            | -                  |       |   | -                      |             | (3,391,459                                 | )      | -         |             | (3,391,459  | )
|                                                                
|Balance - April 30, 2009                                         | 4,345,014    |   | 869     |            | 5,035,664          |       |   | -                      |             | (7,198,436                                 | )      | 34,500    |             | (2,127,403  | )
|Shares issued in exchange for retirement of notes and other debt | 4,366,522    |   | 45      |            | 1,746,563          |       |   | -                      |             | -                                          |        | -         |             | 1,746,608   |  
|Shares issued for private placement at $0.50 per unit            | 290,000      |   | 3       |            | 134,847            |       | - |                        |             | -                                          |        | -         |             | 134,850     |  
|Shares issued for mineral properties at $.50                     | 19,400,000   |   | 193     |            | 9,699,807          |       | - |                        |             | -                                          |        | -         |             | 9,700,000   |  
|Net loss                                                         | -            |   | -       | -          |                    | -     |   |                        | (11,617,028 | )                                          | -      |           | (11,617,028 | )          
|                                                                
|Balance - April 30, 2010                                         | 28,401,536   |   | 1,110   | 16,616,881 |                    | -     |   |                        | (18,815,464 | )                                          | 34,500 |           | (2,162,973  | )          
|Issuance of common shares for services                           | 250,000      |   | 2       | 99,998     |                    | -     |   |                        | -           |                                            | -      |           | 100,000     |            
|Shares issued in exchange for retirement of notes and other debt | 7,094,572    |   | 71      | 1,915,463  |                    | -     |   |                        | -           |                                            | -      |           | 1,915,534   |            
|Loss on settlement of related party debt                         |              |   |         | (1,125     | )                  |       |   |                        | -           |                                            | -      |           | (1,125      | )          
|Modification of convertible note                                 | -            |   | -       | 126,875    |                    | -     |   |                        | -           |                                            | -      |           | 126,875     |            
|Shares issued for private placement at $0.20 per unit            | 1,225,000    |   | 12      | 244,988    |                    | -     |   |                        | -           |                                            | -      |           | 245,000     |            
|Net loss                                                         | -            |   | -       | -          |                    | -     |   |                        | (1,993,389  | )                                          | -      |           | (1,993,389  | )          
|                                                                
|Balance - April 30, 2011                                         | 36,971,108   |   | 1,195   | 19,003,080 |                    | -     |   |                        | (20,808,853 | )                                          | 34,500 |           | (1,770,078  | )          
|Net loss                                                         | -            |   | -       | -          |                    | -     |   |                        | (275,314    | )                                          | -      |           | (275,314    | )          
|                                                                
|Balance - July 31, 2011                                          | 36,971,108   |   | 1,195   | 19,003,080 |                    | -     |   |                        | (21,084,167 | )                                          | 34,500 |           | (2,045,392  | )          
|                                                                

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



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

7



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)



|1. | Nature of Operations and Basis of Consolidation
|-- | -----------------------------------------------

Unaudited Interim Consolidated Financial Statements

The Company was incorporated in the State of Nevada on April 20, 2004 as Rochdale Mining Corporation. 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.

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are initially capitalized in accordance with the ASC 805-20-55-37, previously referenced as EITF 04-2 when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities - Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. The Company assesses the carrying costs for impairment at each fiscal quarter end. The Company has determined that all property payments are impaired and accordingly has written off the acquisition costs to project expense.



Share Splits

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

On April 22, 2009, the Company filed a Certificate of Change with the Secretary of State of the state of Nevada to effectuate a reverse stock split of the Company's authorized share capital on the basis of one new common share for twenty old common shares. As a result, as of April 22, 2009, the Company's authorized share capital decreased from 3,600,000,000 shares of common stock to 180,000,000 shares of common stock and its issued and outstanding share capital decreased from 86,900,400 shares of common stock to 4,345,020 shares of common stock.

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

Principles of Consolidation

The Company has incorporated two wholly-owned subsidiaries in each of Peru (Zoro Mining SAC, dba "Zoro Peru") and Chile (Sociedad Zoro Chile Limitada, dba "Zoro Chile") 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 and Zoro Chile, (collectively the "Company").  All intercompany transactions and balances have been eliminated upon consolidation.

8



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)



|2. | Going Concern
|-- | -------------

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent on the ability of the Company to obtain necessary equity financing to continue operations, the continued support of related party creditors, to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company's interests in the underlying properties, and ultimately the attainment of profitable operations. As at July 31, 2011, the Company has accumulated losses of $21,084,167 since inception and has a working capital deficiency of $2,112,717. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In conjunction with the April 22, 2009 reverse share consolidation, the Company plans to finance its activities utilizing debt and equity instruments that should be more favorably received by the investment community due to the corporate restructuring. On August 17, 2009 and April 26, 2011 the Company settled some of its existing debts with equity in order to reduce current liabilities and improve the overall financial condition of the Company.

3.   Mineral Properties

Mineral exploration costs by area of exploration for the three months ended July 31, 2011 and 2010 were as follows:



|                               |  | Three months ended July 31, 2011 |        |  | Three months ended July 31, 2010 |  
|------------------------------ |  | -------------------------------- | ------ |  | -------------------------------- | -
|                              
|Chile                          |  |                                  |        |  |                                  |  
|Drilling                       |  | $                                | -      |  |                                  | $
|Field supplies                 |  |                                  | -      |  |                                  |  
|Geological, mapping and survey |  |                                  | -      |  |                                  |  
|Property maintenance           |  |                                  | -      |  |                                  |  
|Site administration            |  |                                  | 74,194 |  |                                  |  
|Travel                         |  |                                  | -      |  |                                  |  
|                              
|                               |  |                                  | 74,194 |  |                                  |  
|                              
|Peru                           |  |                                  |        |  |                                  |  
|Field supplies                 |  |                                  | -      |  |                                  |  
|Geological, mapping and survey |  |                                  | -      |  |                                  |  
|Property maintenance           |  |                                  | -      |  |                                  |  
|Site administration            |  |                                  | -      |  |                                  |  
|Travel                         |  |                                  | -      |  |                                  |  
|                              
|                               |  |                                  | -      |  |                                  |  
|                              
|                               |  |                                  |        |  |                                  |  
|Total                          |  | $                                | 74,194 |  |                                  | $
|                              



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)



|4. | Equipment
|-- | ---------

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





|                       |  | Cost          |         |  | Accumulated Depreciation |   |         | Net Book Value |  |   | Net Book Value | 
|---------------------- |  | ------------- | ------- |  | ------------------------ | - | ------- | -------------- |  | - | -------------- | 
|                       |  | July 31, 2011 |         |  | July 31,   2011          |   |         | July 31, 2011  |  |   | April 30, 2011 | 
|                      
|North America          |  |               |         |  |                          |   |         |                |  |   |                | 
|Computers              |  | $             | 7,020   |  |                          | $ | 7,020   |                |  | $ | -              | 
|                      
|South America          |  |               |         |  |                          |   |         |                |  |   |                | 
|Computers              |  |               | 3,315   |  |                          |   | 3,298   |                |  |   | 17             | 
|Furniture              |  |               | 12,639  |  |                          |   | 9,379   |                |  |   | 3,260          | 
|Exploration equipment  |  |               | 14,204  |  |                          |   | 11,085  |                |  |   | 3,119          | 
|Vehicles               |  |               | 105,752 |  |                          |   | 72,831  |                |  |   | 32,921         | 
|Earth moving equipment |  |               | 159,999 |  |                          |   | 131,999 |                |  |   | 28,000         | 
|                      
|                       |  |               | 295,909 |  |                          |   | 228,592 |                |  |   | 67,317         | 
|                      
|                       |  |               |         |  |                          |   |         |                |  |   |                | 
|Total                  |  | $             | 302,929 |  |                          | $ | 235,612 |                |  | $ | 67,317         | 
|                      

5.     Related Party Transactions

During the three months ended July 31, 2011, the Company incurred the following amounts to officers, directors, and other related parties to the Company.  All unpaid balances due to related parties are unsecured, and only cash advances may bear interest at stated rates of 8-10% per annum simple interest if formalized into promissory notes.

a)     incurred $22,500 (July 31, 2010: $22,500) to a director and officer of the Company for geological services rendered.  An aggregate of $127,500 (April 30, 2011: $105,000) was owed this director at July 31, 2011 for unpaid services and reimbursement of expenses, with such costs recorded as mineral exploration costs;

b)     incurred to a director and officer of the Company $22,500 (July 31, 2010: $22,500) for management of South American exploration with such costs recorded as mineral exploration costs.  An aggregate of $444,867 (April 30, 2011: $405,696) was owed to this director for unpaid fees and reimbursement of expenses;

c)     incurred to a director and officer of the Company $37,630 (July 31, 2010: $35,344) for management services with respect to the administration of the Company.  An aggregate of $169,989 (April 30, 2011: $134,929) was owed to this officer at July 31, 2011 for unpaid services and reimbursement of expenses;

d)     paid an officer of the Company $11,062 (July 31, 2010: $10,283) for administrative services;

e)     the Company incurred a total of $77,382 (July 31, 2010: $63,529) to a private Chilean company with a director in common that provides exploration services to the Company in Chile, with such costs recorded as exploration costs in Chile, South America.  An aggregate of $217,136 (April 30, 2011: $139,754) was owing at July 31, 2011.

f)     paid an officer of the Company $11,826 (2010: $11,970) for accounting services;

g)     incurred to a company managed by an officer and director $7,500 (2010: $7,500) for administrative services. An aggregate of $57,315 (April 30, 2011: $Nil) was owed to this company at July 31, 2011 for unpaid services and unreimbursed expenses;

10



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)

5.     Related Party Transactions - continued

Company participates in a cost sharing arrangement with another public company, Pacific Copper that has two directors in common with the Company and shares South American operating offices. The expenditures relate to shared exploration in similar operating areas of Chile and Peru including shared site offices in each country. During the year ended April 30, 2009 Pacific Copper loaned the Company $430,000 secured by non-interest bearing promissory notes of which $63,129 was owing at as at July 31, 2011 (April 30, 2011: $79,129).

During the year ended April 30, 2010 the Company acquired the right to receive $2,000 per month in lease payments from Pan American Lithium Corp. (Pan American) in connection with the Piedra Parada concessions. Pan American has one director and two officers in common with the Company. During the three months ended July 31, 2011 the Company received payments totaling $4,000 (July 31, 2010: $Nil) from Pan American.

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.



|6. | Convertible and Promissory Notes and Derivative Financial Instruments
|-- | ---------------------------------------------------------------------



Convertible Notes

The carrying values of the Company's convertible notes consist of the following as of July 31, 2011 and April 30, 2011:

|Convertible Notes                                           |  | July 31, 2011     | April 30, 2011   
|----------------------------------------------------------- |  | ----------------- | -----------------
|                                                           
|$200,000 face value convertible note due October 31, 2010   |  | $         200,000 | $         200,000
|$  42,500 face value convertible note due November 16, 2011 |  | 6,736             | 1,691            
|                                                           
|                                                            |  | $         206,736 | $        201,691 
|                                                           











$200,000 Convertible Note

On October 31, 2008, the Company issued a $200,000 6% convertible note with a term to October 31, 2010 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. While the note is outstanding, the holder has the option to convert the principal balance and interest, into conversion units at a conversion price of $3.20 per unit for a period of two years.  Each unit is comprised of one common share and one share purchase warrant exercisable at $5 per share for a two year term from the date of conversion. Further, the terms of the convertible note provide for certain redemption features. If, in the event of certain defaults on the terms of the note, certain of which are indexed to equity risks, the holder can accelerate the payment of outstanding principal and interest.

The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 480 and ASC 815. The common stock component of the unit conversion feature does meet all of the eight conditions for equity classification provided in ASC 815. However, the warrant component of the unit conversion feature falls within the scope of ASC 480 because it contains a fundamental transaction which provides that the warrants are contingently redeemable for assets. Since the embedded warrant falls under the scope of ASC 480, it requires liability classification. The redemption features (the "default put") are indexed to risks that are not associated with credit or interest risk and, therefore, require bifurcation. Accordingly, a compound embedded derivative, which comprises of (i) the warrant component of the unit conversion feature and (i) the default put was bifurcated from the contract and has been recorded as a derivative liability.

October 31, 2010 Modification to $200,000 Convertible Note

On October 31, 2010, the Company and the holder of the $200,000 convertible note changed the conversion rights of accrued interest and principal to enable conversion by the holder at the rate of $0.40 per post consolidation share without the requirement for issuance of warrants on conversion. The modification gave rise to an extinguishment. As a result of the modification, the Company recorded an extinguishment loss in the amount of $126,875 in the year ended April 30, 2011.

11



---



Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)



|6. | Convertible and Promissory Notes and Derivative Financial Instruments - continued
|-- | ---------------------------------------------------------------------------------

$42,500 Convertible Note

On February 14, 2011, the Company issued a $42,500 8% convertible note with a term to November 16, 2011 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder's option, at a 58% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 130% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 135% if prepaid 61 days following the closing through 90 days following the closing, (iii) 140% if prepaid 91 days following the closing through 120 days following the closing, (iv) 150% if prepaid 121 days following the closing through 180 days following the closing, and (v) 175% if prepaid 181 days following the closing through the maturity date. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest (the "default put").

The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815. The conversion feature did not meet the definition of "indexed to a company's own stock" provided for in ASC 815 due to its variable conversion price. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. Accordingly, a compound embedded derivative, which comprises of (i) the embedded conversion feature and (i) the default put was bifurcated from the contract and has been recorded as a derivative liability.

The following table reflects the allocation of the purchase on the financing dates:

|Convertible Notes            |  | $200,000 Face Value |  | $42,500 Face Value 
|---------------------------- |  | ------------------- |  | -------------------
|                            
|Proceeds                     |  | $      (200,000)    |  | $      (42,500)    
|Compound embedded derivative |  | 14,400              |  | 54,631             
|Day-one derivative loss      |  | -                   |  | (12,131)           
|                            
|Carrying value               |  | $       185,600     |  | $                 -
|                            

Promissory Note

During the year ended April 30, 2010, the Company borrowed $20,000 at 8% interest from an unrelated party. At July 31, 2011, the balance owing including interest was $22,374 (April 30, 2011: $21,997).

Derivative Financial Instruments

The carrying value of the compound embedded derivatives is on the balance sheet, with changes in the carrying value being recorded as derivative loss on the income statement. The components of the compound embedded derivatives as of July 31, 2011 and April 30, 2011 are as follows:

12



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)



|6. | Convertible and Promissory Notes and Derivative Financial Instruments - continued
|-- | ---------------------------------------------------------------------------------



|                                                               | July 31, 2011  |              | April 30, 2011
|-------------------------------------------------------------- | -------------- | ------------ | --------------
|The financings giving rise to derivative financial instruments | Indexed
Shares | Fair 
Values |               
|                                                              
|$200,000 face value convertible note due October 31, 2010      | -              | $          - |               
|$  42,500 face value convertible note due November 16, 2011    | 1,007,779      | 45,350       |               
|                                                              
|                                                               | 1,007,779      | $ 45,350     |               
|                                                              



The following table summarizes the effects on the Company's gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended July 31, 2011 and 2010, respectively:



|The financings giving rise to derivative financial instruments and the income effects: |  | Three Months Ended
July 31, 2011 | Three Months Ended
July 31, 2010
|-------------------------------------------------------------------------------------- |  | -------------------------------- | --------------------------------
|                                                                                      
|$200,000 face value convertible note due October 31, 2010                              |  | $              -                 | $                881            
|$  42,500 face value convertible note due November 16, 2011                            |  | 2,032                            | -                               
|                                                                                       |  | 2,032                            | 881                             
|Day-one derivative loss:                                                               |  |                                  |                                 
|$  42,500 face value convertible note due November 16, 2011                            |  | -                                | -                               
|                                                                                      
|Total derivative gain (loss)                                                           |  | $      2,032                     | $              881              
|                                                                                      



|7. | Capital Stock
|-- | -------------

a)     During the quarter ended July 31, 2011, the Company did not issue any shares of its common stock or warrants and did not grant any stock options.

b)     Warrants:

April 30, 2011

On April 30, 2011and in connection with a private placement, the Company issued 1,225,000 warrants to purchase common shares at a price of $0.30 until 24 months following the issue date.

The fair value of these warrants at the date of grant of $128,936 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.61%, a dividend yield of 0%, and an expected volatility of 99.59%.

13



---







Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011 
(Expressed in US Dollars)

(Unaudited-Prepared by Management)



|7. | Capital Stock (continued)
|-- | -------------------------



Warrant transactions are summarized as follows:



|                          |  | Number of Warrants |           |   | Weighted Average Exercise Price per Share ($) |  | Weighted Average Contractual Life Remaining (in Years)
|------------------------- |  | ------------------ | --------- | - | --------------------------------------------- |  | ------------------------------------------------------
|                         
|Balance, April 30, 2007   |  |                    | -         |   |                                               |  | -                                                     
|Granted during the year   |  |                    | 436,060   |   |                                               |  | 21.37                                                 
|Balance, April 30, 2008   |  |                    | 436,060   |   |                                               |  | 21.37                                                 
|                         
|Granted during the year   |  |                    | -         |   |                                               |  | -                                                     
|                         
|Balance, April 30, 2009   |  |                    | 436,060   |   |                                               |  | 21.37                                                 
|Granted during the year   |  |                    | 306,800   |   |                                               |  | .75                                                   
|Expired during the year   |  |                    | (436,060  | ) |                                               |  | 14.00                                                 
|Balance, April 30, 2010   |  |                    | 306,800   |   |                                               |  | .75                                                   
|                         
|Granted during the year   |  |                    | 1,225,000 |   |                                               |  | .30                                                   
|                         
|Balance, April 30, 2011   |  |                    | 1,531,800 |   |                                               |  | .39                                                   
|                         
|Granted during the period |  |                    | -         |   |                                               |  | -                                                     
|                         
|Balance, July 31, 2011    |  |                    | 1,531,800 |   |                                               |  | .39                                                   
|                         



|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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)

8.      Commitments and Contingencies

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 which at the time had one director in common with the Company), to pay for the entire lease relating to the Company's Tucson, Arizona office until the end of the lease term through January 31, 2011 or as amended or renewed.  As at April 30, 2010, the gross value of the guarantee was $212,774.  The lessee has defaulted on the lease and subsequently moved offices. The potential liability, if any, as a result of the lessee's default due to joint and severable provisions relating to the lease guarantee is presently not determinable, and the Company has not been advised of the results, if any of negotiations by the lessee to settle this potential liability with the landlord.

Effective December 2, 2009, the Company exercised an Option for the acquisition from Sociedad Gareste Limitada ("Gareste") of a 100% legal and beneficial interest in and to the Sierra Fritis Project, Harold Gardner, an officer and Director of the Company, is co-managing partner of Gareste. Under the Option (which also included the Piedra Parada project), the Company (i) issued an aggregate of 19,400,000 restricted shares of its common stock to the vending parties; (ii) agreed to pay or cause to be paid all underlying regulatory and governmental payments and assessment work required to keep the mineral property interests in good standing; and (iii) granted to Gareste a 2% net smelter return ("NSR") royalty on the proceeds of any production from the Fritis property, capped at $6,000,000, one-half of which can be repurchased by the Company at any time before commencement of any production for the sum of $2,000,000. The Fritis titles remain in Gareste currently pending completion of title transfers and notifications at the mining registry.

The Fritis property consists of 8 mineral exploration concessions covering approximately 2,300 hectares (5,683 acres), located roughly 40 kilometers to the south of Copiapó, Chile, via paved highway and improved roads, and at an elevation of 500 meters. These concessions appear to contain epithermal precious metals targets. The property was previously controlled by Teck-Cominco until mid-2009 when the concessions lapsed and were acquired by Gareste, who conducted a surface sampling program in late 2009.  Zoro has identified several areas at the concessions which could be the targets of future exploration efforts. However, the Company has no current exploration plans for the remainder of 2011 for the Sierra Fritis property.

Effective December 2, 2009, the Company exercised an Option for the acquisition from Gareste of interests in and to the Piedra Parada salar Project, Harold Gardner, an officer and Director of the Company, is co-managing partner of Gareste. Under the Option (which also included the Sierra Fritis project), the Company (i) issued an aggregate of 19,400,000 restricted shares of its common stock to the vending parties; (ii) agreed to pay or cause to be paid all underlying regulatory and governmental payments and assessment work required to keep the mineral property interests in good standing; and (iii) granted to Gareste a 2% net smelter return ("NSR") royalty on the proceeds of any production from the Piedra Parada property, capped at $6,000,000, one-half of which can be repurchased by the Company at any time before commencement of any production for the sum of $2,000,000. The Piedra Parada titles remain in Gareste currently pending completion of title transfers and notifications at the mining registry.

The project lies roughly 310 kilometers to the northeast of Copiapó, the capital of Region III, via paved highway and improved roads, and is at an elevation of over 4,000 meters. The 12 Piedra Parada property mineral exploration concessions cover a total of 3,600 hectares (8,895 acres) in a prototypical salar -- a dry lake bed with inflow waters and subsurface brines. However, Gareste, the vendor at Piedra Parada, owned and conveyed to Zoro senior concession rights on only 2,100 hectares (5,189 acres), and also conveyed overstaked concessions on 1,500 additional hectares (3,706 acres) which are subject to the senior rights of a third party.

The rights to lithium, light metals and commercial salts (collectively, the "Lithium Materials") in these concessions have been previously conveyed to a third-party, with Gareste retaining a 2% NSR royalty on Lithium Materials. In addition, this third party is obligated to remit a payment of US$2,000 per month as a lease and rental remittance fee to maintain the Piedra Parada concessions through the exploration stage, which payments will increase to US$5,000 per month at such time as these concessions are converted to exploitation status.  In connection with the acquisition by Zoro, Gareste has conveyed the NSR and the rights to receive payments at Piedra Parada, and other attendant rights to the Company.

15



---

Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011
Amounts Expressed in U.S. Dollars
(Unaudited - Prepared by Management)

8.      Commitments and Contingencies - continued

The Company has entered into an Asset Purchase Agreement dated February 22, 2010, with two vending parties to acquire a 100% interest in three property mineral exploration concessions covering approximately 1,500 hectares as an extension to the Company's existing Yura gold prospect located 30 kilometers west of Arequipa, Peru (the "Fortuna Properties"). The Fortuna Properties target precious metals and are comprised of three concessions that are accessible year round via paved highway and improved roads. The Company's VP Business Development and Chairman is an indirect minority shareholder of one of the vending parties.

Subject to final due diligence and other customary closing conditions for the Fortuna Properties, the Company plans to (i) issue 6,000,000 restricted shares of its common stock to the Vending Parties; (ii) pay to the Vending Parties $100,000 prior to the closing of the acquisition, $125,000 at the closing date, and $100,000 nine months from the closing date; and (iii) grant to the Vending Parties, a 2.5% net smelter return ("NSR") royalty on the proceeds of any production from the Fortuna Properties capped at $20,000,000, 1.5% of which can be repurchased by the Company at any time before commencement of any production for the sum of $8,000,000. The NSR also calls for an advance minimum yearly payment of $100,000 to the Vending Parties, which amounts are credited against any royalties ultimately payable.

The Company has entered into an agreement dated October 11, 2010 with a consultant who will provide strategic planning, fund raising, and capital structuring advisory services for a term of nine months. In consideration for the services the company will issue 200,000 shares of its commons stock to the consultant, 100,000 of which will be delivered at the end of four months, and 100,000 of which will be delivered at the end of nine months. In addition the Company will issue 200,000 options to the consultant to purchase Company shares at such time as the company has closed on at least $2 million in net proceeds attributable to the efforts of  the consultant. In addition and subject to certain conditions, the Company will issue to the consultant 100,000 options to purchase Company shares for every $1 million in additional net proceeds attributable to the efforts of the consultant.  The shares were not issued as at April 30, 2011 due to a delay in starting the program.

On March 31, 2011, Zoro Mining Corp., through its subsidiary Sociedad Zoro Chile, Limitada (collectively, the "Company") entered into a binding letter of intent (the "LOI") with Llanos de Caldera, S.A. Cerrada ("LDC"), a privately-held Chilean corporation, whereby LDC can earn an undivided 70% interest in the Company's Escondida precious metals project located near Copiapo, Chile, and following which the Company and LDS will form a joint venture to govern operations at Escondida, as follows:

1.      Earn-In Requirement. To earn the 70% interest, LDC must commence, pay for and complete qualifying Earn-In Expenditures totaling at least five hundred thousand dollars (US$500,000) within one (1) year of the date of the LOI ("Earn-In Term"). Earn-In Expenditures are defined as all the costs and expenses to complete an initial exploration, drilling, sampling and metallurgical testing program as set forth in the LOI (the "Initial Exploration Program"), and include, in addition, all tax payments and related costs of maintaining the mineral titles to Escondida during the Earn-In Term ("Holding Costs") and payments for overhead expenses. Harold Gardner, a director of the Company and a principal within LDC, shall have oversight responsibility for the Initial Exploration Program, and LDC shall be the operator under the LOI. 
2.      Declaration of Earn-In. At any time prior to or at the end of the Earn-In Term, LDC can elect to give notice in writing to the Company that it has completed the Initial Exploration Program and has successfully incurred the Earn-in Expenditures for Escondida (the "Earn-In"). At such time, to the extent not previously done, LDC shall furnish the Company with copies of all reports, information and data developed during the Initial Exploration Program, and satisfactory evidence of the incurrence and payment of the Earn-In Expenditures, which the Company shall reasonably accept, and LDC shall be deemed to have earned an undivided 70% interest in Escondida. Upon reasonable request from LDC, the Company shall cause the transfer of this 70% interest to LDC, or, alternatively, 100% of the property to the Joint Venture described below. 
3.      Joint Venture and Joint Operating Agreement. At the time that Earn-In is achieved, the parties will form a Joint Venture and finalize and execute a Joint Operating Agreement ("JOA") to govern their interests in Escondida, whereby LDC will be the Operator, and the parties shall fund their respective shares of expenses going forward.

16



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Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements
July 31, 2011

8.      Commitments and Contingencies - continued

On June 7, 2011 the Company engaged a consultant as a semi-exclusive agent for 1.) an offering of common equity, convertible or unit securities for  targeted gross proceeds of a range between $4,000,000 to $5,000,000, to be sold by way of private placement; and 2.) sponsorship in augmenting the existing U.S. OTC Bulletin Board listing with obtaining a concurrent listing on the Toronto Stock Exchange Venture ("TSXV"). The fees for services shall be a retainer of  CDN$12,500 payable upon execution of the agreement. Monthly work fees of CDN$7,000 per month shall be due and payable; however, at the option of the Company the work fees may be deferred until the earliest of the following events: i) the anticipated full funding in the amount of $1,000,000 (net of fees and expenses) to be received from a third party funding; ii) the  closing of this offering, upon the first tranche if there are multiple closings; and iii) the closing or listing of the Company's common equity securities on the TSXV. In addition, closing fees shall be 10% of gross proceeds plus 10% broker's warrants.

On June 7, 2011 the Company entered into an agreement with  a consultant to perform certain geological and project management services in Arequipa, Peru for a term of one year commencing when and if the Company secures targeted funding. Fees are approximately $12,810 per month based on a daily rate of $610 per day. In addition, the consultant can earn a $10,000 loyalty bonus after one year, or a prorated amount if the contract is terminated sooner. In the event the consultant fulfills the obligation for a full year, the Company will issue to the consultant 500,000 options to purchase Company shares at a price of $0.50 for a period of two years from the date of issue.

9. Fair Value Considerations

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1 valuations:     Quoted prices in active markets for identical assets and liabilities.

Level 2 valuations:     Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.

Level 3 valuations:     Significant inputs to valuation model are unobservable.

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company's derivative financial instruments which are required to be measured at fair value on a recurring basis under of ASC 815 as of July 31, 2011 and April 30, 2011, respectively, are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.



|                       | July 31, 2011                             
|---------------------- | ------------------------------------------
|                      
|                       | Fair Value Measurements Using:            
|                      
|                       | Quoted Prices in Active Markets 
(Level 1)
|                      
|Derivative liabilities | $                  -                      
|                      

17



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Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements

9.      Fair Value Considerations - continued



|                       | April 30, 2011                            
|---------------------- | ------------------------------------------
|                      
|                       | Fair Value Measurements Using:            
|                      
|                       | Quoted Prices in Active Markets 
(Level 1)
|                      
|Derivative liabilities | $                     -                   
|                      

The features embedded in the $42,500 face value convertible note were combined into one compound embedded derivative that the Company fair valued using the Binomial Lattice valuation model. The Binomial model was believed by management to be the best available technique for this compound derivative because, in addition to providing for inputs such as trading market values, volatilities and risk free rates, the Binomial Lattice model also embodies an assumption that provides for a vesting date, which is a necessary input for valuing this compound derivative since the compound derivative is not exercisable for six months after the issuance date. The following table sets forth the inputs for each significant assumption as of July 31, 2011 and April 30, 2011:

|The financings giving rise to derivative financial instruments |  | July 31, 2011
$42,500 Face Value |  | April 30, 2011
$42,500 Face Value | 
|-------------------------------------------------------------- |  | -------------------------------- |  | --------------------------------- | 
|                                                              
|Conversion price                                               |  | $       .0580                    |  | $       .1353                     | 
|Volatility                                                     |  | 98.20%                           |  | 93.75%                            | 
|Term (years)                                                   |  | 0.30                             |  | 0.55                              | 
|Risk-free rate                                                 |  | 0.10%                            |  | 0.11%                             | 
|Vesting date                                                   |  | 08/14/2011                       |  | 08/14/2011                        | 

The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as Level 3 in the fair valued hierarchy:

|                                                |  | Derivative Financial Instruments
|----------------------------------------------- |  | --------------------------------
|                                                |  | July 31, 2011                   
|                                               
|Beginning Balance                               |  | $               (47,382)        
|Total gains or losses (realized or unrealized): |  |                                 
|Included in earnings                            |  | 2,032                           
|Convertible note issuances                      |  | -                               
|                                               
|Ending Balance                                  |  | $               (45,350)        
|                                               

18



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Zoro Mining Corp.
(An Exploration Stage Company)
Notes to the Interim Consolidated Financial Statements

10.     Revisions to Financial Statements

The financial statements for the quarter ended July 31, 2010 are revised to incorporate additional expenses related to the compound embedded derivative arising from the $200,000 Convertible Note, which is detailed in Note 6. The compound embedded derivative includes the (i) warrant component of the unit conversion feature and (ii) the default put.  Originally, the (i) warrant component of the unit conversion feature and (ii) the default put were not bifurcated from the host instrument. Instead, the convertible debt was allocated between its debt and equity components on a relative fair value basis. In the analysis conducted in 2011, the Company determined that a compound embedded derivative arose from the $200,000 Convertible Note and requires bifurcation and liability classification. The derivative income related to the instrument amounts to $881

|                                                                                 |  | Quarter Ended             | 
|-------------------------------------------------------------------------------- |  | ------------------------- | 
|                                                                                 |  | July 31, 2010
(Unaudited) | 
|                                                                                 |  | Prior to Restatement      | 
|Consolidated Statements of Operations and Comprehensive Loss                     |  |                           | 
|Interest expense (related to debt discount & 6% coupon)                          |  | 28,401                    | 
|Total operating expenses                                                         |  | 397,177                   | 
|Loss from operations                                                             |  | (397,177)                 | 
|Derivative income                                                                |  |                           | 
|Total other income                                                               |  | --                        | 
|Net loss                                                                         |  | (397,177)                 | 
|Loss per weighted average number of shares outstanding - basis and fully diluted |  | (0.01)                    | 
|                                                                                 |  |                           | 
|Consolidated Statement of Cash Flows:                                            |  |                           | 
|Net loss                                                                         |  | (397,177)                 | 
|Adjustment for:                                                                  |  |                           | 
|Derivative income                                                                |  | -                         | 
|Interest expense                                                                 |  | -                         | 
|Net cash used in operating activities                                            |  | (75,912)                  | 



|11. | Subsequent EventsOn August 18, 2011 the Company issued 180,832 shares of the Company's common stock to the holder of a convertible note who exercised the right to convert a portion of the outstanding principal and interest. On September 12, 2011 this note holder received an additional 312,500 shares under the same agreement.  Related thereto the Company also issued 2,073,845 shares which are being held in escrow.
Subsequent to July 31, 2011, the Company's board of directors voted to grant certain officers and directors 5,000,000 shares of the Company's common stock under its 2008 Stock Incentive Plan. On September 2, 2011 2,000,000 shares were issued to a director and  President and CEO, 2,000,000 shares were issued to a director and VP Exploration, 500,000 share were issued to the CFO, and 500,000 shares were issued to the Corporate Secretary.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19



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Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended July 31, 2011 and 2010 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended July 31, 2011 and 2010.  The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements.

Overview of our Business

We were 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 Quarterly Report, we are engaged in the acquisition and exploration of mineral properties located in South America.  After the effective date of our registration statement filed with the SEC (November 1, 2007), our shares were listed on the Over-the-Counter Bulletin Board, and our shares also trade on the OTCQB Exchange. Our current symbols are "ZORM.OB" and "ZORM.QB".

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 initial exploration at several of our projects, including exploratory drilling at one of our properties located in Chile. We plan to conduct exploration programs on our properties with the objective of ascertaining whether any of our properties contain economic concentrations of minerals that are prospective for mining. As such, we are considered an exploration or exploratory stage company. Since we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on any of our properties, and a great deal of further exploration will be required before a final evaluation as to the economic feasibility of our properties is determined. We have no known reserves of gold, copper, platinum or any other type of mineral on our properties.

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, Zoro Mining SAC, in Peru; and Aravena Mexicana, SA in Mexico. We have completed property transfers in Chile, and have prepared for the transfer of title to our property interests in Peru to Zoro Mining SAC pending payment of required fees.  As of the date of this report the Company is in the process of dropping the Mexican properties.

Current Business Operations

We are a natural resource exploration company currently engaged in the exploration and acquisition of property located in South America. 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 34,215 acres located in Chile and approximately 5,224 acres in Peru, targeting gold, copper and platinum.

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



|Location             |  | Project               |  | Exploration Target          |  | Concession Hectares/Acres | 
|-------------------- |  | --------------------- |  | --------------------------- |  | ------------------------- | 
|Chile, South America |  | The Escondida Project |  | Gold, Platinum              |  | 2,700/6,668               | 
|Chile, South America |  | Don Beno Project      |  | Gold, Copper                |  | 5,400/13,337              | 
|Chile, South America |  | Sierra Fritis Project |  | Gold, Copper                |  | 2,300/5,683               | 
|Chile, South America |  | Piedra Parada Project |  | Gold, platinum group metals |  | 3,600/8,895(1)(2)         | 
|Peru, South America  |  | The Yura Project      |  | Gold                        |  | 2,114/5,224(3)            | 
|                     |  |                       |  | Total Net Hectares/Acres:   |  | 16,114/39,807             | 

(1)

(2)

(3)

20



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By resolutions dated July 16, 2010, the Board of Directors authorized the release and dropping of the Costa Rica and Rio Sur concessions in Chile. These properties, which were and are not material to the Company, in the aggregate covered 3,100 hectares (7,637 acres).

Recommended Exploration Programs and Budgets

Don Beno Project

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

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

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

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

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

Budget Estimate

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

Proposed Budget Phase 1

|Activity                            | Description             | Total     
|----------------------------------- | ----------------------- | ----------
|Geology                             |                         |           
|Geologic Mapping                    | 60days @ $700/day       | $ 42,500  
|Structural Analysis                 | 10days @ $700/day       | $   7,000 
|Landsat Imagery & thematic analysis | Est. $25,000            | $ 25,000  
|                                    |                         |           
|Geochemistry                        |                         |           
|Rock chip sampling                  | 45 days @ $500/day      | $   22,500
|Rock chip analyses                  | 15 smpls/day x 45 x $35 | $   23,625
|                                    |                         |           
|Geophysical Surveys                 |                         |           
|Aeromagnetic Survey                 | 15 days est. $35,000    | 35,000    
|Radiometrics Survey                 | Est. $50,000            | $  50,000 
|Ground magnetometry+report          | 20 days @ $ 700/day     | $  14,000 
|SubTotal                            |                         | $219,625  
|Contingency @ 10%                   |                         | 21,962    
|Phase 1 Total                       |                         | $241,587  

21



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Proposed Budget Phase 2

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

Escondida Project

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

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

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

Budget Estimate

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



---



Proposed Budget Phase 1

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

22



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Phase 2 Drill Program

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

Effective March 31, 2011, through its subsidiary Sociedad Zoro Chile, Limitada, we entered into a binding letter of intent (the "LOI") with Llanos de Caldera, S.A. Cerrada ("LDC"), a privately-held Chilean corporation, whereby LDC can earn an undivided 70% interest in our Escondida precious metals project located near Copiapo, Chile, and following which our Company and LDS will form a joint venture to govern operations at Escondida, as follows:

1.   Earn-In Requirement.To earn the 70% interest, LDC must commence, pay for and complete qualifying Earn-In Expenditures totaling at least five hundred thousand dollars (US$500,000) within one (1) year of the date of the LOI ("Earn-In Term"). Earn-In Expenditures are defined as all the costs and expenses to complete an initial exploration, drilling, sampling and metallurgical testing program as set forth in the LOI (the "Initial Exploration Program"), and include, in addition, all tax payments and related costs of maintaining the mineral titles to Escondida during the Earn-In Term ("Holding Costs") and payments for overhead expenses. Harold Gardner, a director of our Company and a principal within LDC, shall have oversight responsibility for the Initial Exploration Program, and LDC shall be the operator under the LOI.

2.   Declaration of Earn-In.At any time prior to or at the end of the Earn-In Term, LDC can elect to give notice in writing to the Company that it has completed the Initial Exploration Program and has successfully incurred the Earn-in Expenditures for Escondida (the "Earn-In"). At such time, to the extent not previously done, LDC shall furnish our Company with copies of all reports, information and data developed during the Initial Exploration Program, and satisfactory evidence of the incurrence and payment of the Earn-In Expenditures, which our Company shall reasonably accept, and LDC shall be deemed to have earned an undivided 70% interest in Escondida. Upon reasonable request from LDC, our Company shall cause the transfer of this 70% interest to LDC, or, alternatively, 100% of the property to the Joint Venture described below.

3.   Joint Venture and Joint Operating Agreement. At the time that Earn-In is achieved, the parties will form a Joint Venture and finalize and execute a Joint Operating Agreement ("JOA") to govern their interests in Escondida, whereby LDC will be the Operator, and the parties shall fund their respective shares of expenses going forward.

23



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Yura Project

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

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

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

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

Budget Estimate

The recommended exploration program at the Yura property is estimated at $384,450 for Phase 1 and $760,650 for Phase 2. The table below provides a breakdown of projected expenditures for the proposed geochemical and geophysical surveys, along with follow-up drilling.

Phase 1 Proposed Budget

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

24



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Phase 2 Proposed Budget

|Activity                    | Description                 | Total     
|--------------------------- | --------------------------- | ----------
|Drill Program               |                             |           
|Drill Mobilization Costs    |                             | $  25,000 
|Core Drilling               | 5000 m's x $100/m           | $500,000  
|                            |                             |           
|Geological & supervision    | 60 days @ $700              | $   42,000
|Analyses - rock             | 2,500 samples at $35/sample | $   87,500
|                            |                             |           
|Support                     |                             |           
|Misc. supplies & materials  | Estimate                    | $    5,000
|Food & Lodging, 2 personnel | Estimate 60 days @ $300/day | $  18,000 
|Vehicles                    | Estimate 70 days @ $200/day | $  14,000 
|                            | Subtotal                    | $691,500  
|Contingency @ 10%           |                             | $  69,150 
|Total                       |                             | $760,650  

Results of Operations

We are an exploration stage company and have not generated any revenue to date. 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.

The summarized financial data set forth in the table below is derived from and should be read in conjunction with our unaudited financial statements for the three month period ended July 31, 2011 and July 31, 2010, including the notes to those financial statements which are included in this Quarterly 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.

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The following table sets forth selected financial information for the periods indicated.



|                                         | For the
Three months 
Ended
July 31, 2011 |   | For the
Three months Ended
July 31, 2010 |   | Cumulative since inception to July 31, 2011 |            
|---------------------------------------- | ----------------------------------------- | - | ---------------------------------------- | - | ------------------------------------------- | -----------
|                                        
|                                         | $                                         |   | $                                        |   | $                                           |            
|Expenses                                 |                                           |   |                                          |   |                                             |            
|Bad Debt                                 | -                                         |   | -                                        |   |                                             | 136,250    
|Depreciation                             | 14,238                                    |   | 14,799                                   |   |                                             | 329,086    
|Donated services                         | -                                         |   | -                                        |   |                                             | 25,500     
|Filing and transfer agent fees           | 1,419                                     |   | 1,603                                    |   |                                             | 55,997     
|Impairment of mineral property costs     | -                                         |   | -                                        |   |                                             | 10,756,200 
|Interest expense                         | 19,149                                    |   | 21,895                                   |   |                                             | 310,167    
|Investor relations                       | 13,244                                    |   | 3,500                                    |   |                                             | 385,735    
|Management and administration fees       | 98,250                                    |   | 147,465                                  |   |                                             | 2,470,385  
|Mineral exploration costs                | 74,194                                    |   | 139,103                                  |   |                                             | 5,455,146  
|Office and general                       | 20,984                                    |   | 7,559                                    |   |                                             | 750,350    
|Professional fees                        | 35,868                                    |   | 37,719                                   |   |                                             | 684,318    
|                                        
|                                         | (277,346                                  | ) | (373,643                                 | ) |                                             | (21,359,134
|Other income                             |                                           |   |                                          |   |                                             |            
|Federal income tax recovery              | -                                         |   | -                                        |   |                                             | 216,208    
|Gain on sale of fixed assets             | -                                         |   | -                                        |   |                                             | 23,891     
|Derivative Gain (Loss)                   | 2,032                                     |   | 881                                      |   |                                             | 11,550     
|Extinguishment Loss on Debt Modification | -                                         |   | -                                        |   |                                             | (126,875   
|Gain on settlement of debt               | -                                         |   | -                                        |   |                                             | 82,147     
|Interest income                          | -                                         |   | -                                        |   |                                             | 68,046     
|Net loss                                 | (275,314                                  | ) | (372,762                                 | ) |                                             | (21,084,167

Three month period ended July 31, 2011 Compared to Three month period ended July 31, 2010.

During the three month periods ended July 31, 2011 and 2010, we did not generate any revenue.

During the three month period ended July 31, 2011, we incurred expenses of $277,346 compared to $373,643 incurred during the three month period ended July 31, 2010 (a decrease of $96,297). These expenses incurred during the three month period ended July 31, 2011 and July 31, 2010 consisted of: (i) depreciation of $14,238 (2010: $14,799); (ii) filing and transfer agent fees of $1,419 (2010: $1,603); (iii) management and administration fees of $98,250 (2010: $147,465); (iv) mineral exploration costs of $74,194 (2010: $139,103); (v) office and general of $20,984 (2010: $7,559); (vi) professional fees of $35,868 (2010: $37,719); (vii) interest expense of $19,149 (2010: $21,895); and (viii) investor relations of $13,244 (2010: $3,500).  Total expenses incurred during the three month period ended July 31, 2011 decreased compared to the three month period ended July 31, 2010 primarily due to lower mineral explorations costs and management and administration fees in 2011.

Our net loss for the three month period ended July 31, 2011 was $275,314 compared to a net loss of $372,762 during the three month period ended July 31, 2010 (a decrease of $97,448).  Our net loss during the three month period ended July 31, 2011 was $0.01 per share compared to a net loss $0.01 per share during the three month period ended July 31, 2010. The weighted average number of shares outstanding was 36,971,108 for the three month period ended July 31, 2011 compared to 28,401,536 for the three month period ended July 31, 2010.

Liquidity and Capital Resources

As at the three month period ended July 31, 2011, our current assets were $13,411 and our current liabilities were $2,126,128, which resulted in a working capital deficiency of $2,112,717. As at the three month period ended July 31, 2011, current assets were comprised of $1,622 in cash and $11,789 in other receivables and prepaid expenses. As at the three month period ended July 31, 2011, current liabilities were comprised of: (i) $771,732 in accounts payable and accrued liabilities; (ii) $1,079,936 due to related parties; (iii) $22,374 in promissory notes payable, (iv) $206,736 in convertible notes and (v) $45,350 in derivative financial instruments.

As at the three month period ended July 31, 2011, our total assets were $80,736 comprised of: (i) $13,411 in current assets; (ii)

26



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$67,317 in equipment and (iii) $8 in valuation of mineral properties, compared to total assets of $171,137 as at our year ended April 30, 2011. The decrease in total assets during the three month period ended July 31, 2011 was primarily due to a decrease in cash and depreciation of equipment.

As at the three month period ended July 31, 2011, our current and total liabilities were $2,126,128 compared to total liabilities of $1,941,215 as of our fiscal year ended April 30, 2011.  The increase in liabilities during the three month period ended July 31, 2011 resulted from increased amounts due to related parties.

Stockholders' deficit increased to $2,045,392 as at July 31, 2011 from $1,770,078 as at our year ended April 30, 2011.

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended July 31, 2011, net cash flows used in operating activities was $79,539, consisting of a net loss of $275,314, adjusted by $14,238 for depreciation, $5,045 for amortization of debt discount, and ($2,032) for adjustment of fair value of compound embedded derivative.  Net cash flows used in operating activities was further changed by an increase in other receivables of $3,376, an increase in amounts due to related parties of $215,428, and a decrease in accounts payable and accrued liabilities of $33,528.

For the three month period ended July 31, 2010, net cash flows used in operating activities was $75,912 consisting of a net loss of $372,762, adjusted by $14,799 in depreciation, $4,867 in accretion of interest on convertible notes, and $17,028 in accrued interest expense.  Net cash flows used in operating activities was further changed by a decrease of $2,238 in other receivables, an increase in amounts due to related parties of $104,064 and an increase in accounts payable and accrued liabilities of $171,673.

Cash Flows from Investing Activities

We did not have any cash flows from investing activities for the three month period ended July 31, 2011 or for the three month period ended July 31, 2010.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For the three month period ended July 31, 2011, net cash flows provided from financing activities was $nil compared to $60,000 for the three month period ended July 31, 2010.  Cash flows from financing activities for the three month period ended July 31, 2010 consisted of $60,000 from the issuance of promissory notes.

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

Plan of Operations

Our plan of operations for the next twelve months is to focus on the exploration of our Don Beno, Escondida and Yura properties.  In particular, in terms of priority, we intend to pursue the recommended Phase I exploration program at the Yura property, and, pending sufficient funding, the programs at the other two projects. We anticipate that we will require a total of approximately $1,720,000 for our plan of operations over the next twelve months, as follows:

(a)   approximately $720,000 in the aggregate for the Phase I exploration programs at each of the Don Beno, Escondida and Yura properties; and

(b)   approximately $1,000,000 for management and administration fees, professional fees, and other general expenses over the next twelve months.

At July 31, 2011, we had cash of $1,622 and a working capital deficit of $2,112,717.  During the twelve month period following the date of this report, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to pursue our plan of operations for and beyond the next twelve months.  Management anticipates that further advances and debt instruments, and equity private placements will be adequate to fund our operations over the next 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 to third parties, and debt instruments from related and non-related parties.

We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock, issuance of debt, advances or otherwise to fund our exploration programs going forward. In the absence of such financing, we will not be able to continue exploration of our mineral claims and our business plan will fail. Even if we are successful in obtaining financing to fund our exploration program, there is no assurance that we will obtain the funding necessary to pursue any

27



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advanced exploration of our mineral claims. If we do not continue to obtain additional financing, we will be forced to abandon our mineral claims and our plan of operations.

Material Commitments

As of the date of this Quarterly Report, the agreements discussed below summarize our material commitments.

Related Party Arrangements

We participate in a cost sharing arrangement with several other public companies.  Pacific Copper Corp. (with two directors in common with us) and Pan American Lithium Corp. (one director and four officers in common) who indirectly share South American operating offices, and in Arizona also with Titan Iron Ore Corp. The expenditures relate to shared exploration staging and administration in similar operating areas of Chile and Peru including shared site offices in each country, and in the United States. During the fiscal year ended April 30, 2009, a total of $430,000 was advanced to us from Pacific Copper Corp. by way of demand promissory notes.  This amount is unsecured, bears no interest and is repayable on demand. As at July 31, 2011, $63,129 remains outstanding to Pacific Copper Corp.

During the three months ended July 31, 2011, we incurred a total of $77,382 (three months ended July 31, 2010 - $63,529) to a private Chilean company that provides exploration services to us in Chile via operator agreement, which company has a director in common with us.  An aggregate of $217,136 was owing thereunder at July 31, 2011 (April 30, 2011 - $139,754).

$42,500 Convertible Note

On February 14, 2011, the Company for consideration received issued to a third-party a $42,500 8% convertible note with a term to November 16, 2011 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder's option, at a 58% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 130% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 135% if prepaid 61 days following the closing through 90 days following the closing, (iii) 140% if prepaid 91 days following the closing through 120 days following the closing, (iv) 150% if prepaid 121 days following the closing through 180 days following the closing, and (v) 175% if prepaid 181 days following the closing through the maturity date. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest (the "default put").

Promissory Notes

During the year ended April 30, 2010, the Company borrowed $20,000 at 8% interest from an unrelated party. At July 31, 2011, the balance owing including interest was $22,374 (April 30, 2010: $21,997).



Lease Agreement Guarantor

We have guaranteed the remaining lease term at previous premises previously occupied in Tucson.  The Company is a guarantor of a lease agreement effective September, 1, 2007 that obligates the Company under conditions of default by a previously related party lessee (a company which had two directors in common with the Company), to pay for the entire lease relating to the Company's Tucson office until the end of the lease term through October 31, 2010 or as amended or renewed.  As at April 30, 2011, the gross value of the guarantee was $212,774.  The lessee has defaulted on the lease and the lessee subsequently moved offices. The potential liability, if any, as a result of the lessee's default due to joint and severable provisions relating to the lease guarantee is presently not determinable, and the Company has not been advised of the results, if any of negotiations by the lessee to settle this potential liability with the landlord.

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

28



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budget plans, establishment of financial relationships, and preparation and maintenance of proper accounting records; and (iii) we shall pay SCC the aggregate monthly sum of CDN$15,000 plus goods and services tax. Effective December 31, 2008, the monthly amount of the contract was modified to US$12,000 per month.  However, the Company understands that recently SCC has declared bankruptcy and/or has been dissolved and that services in any event are no longer being provided under the agreement.

Advisory and Capital Raise Services Agreements

On January 20, 2010 a vendor entered into a non-exclusive contract with the Company to provide financing and capital markets advisory services with the goal of raising equity funding for the Company. The term of the contract is from signing until January 31, 2011 and automatically renews in 90 day increments unless and until cancelled by either party. In consideration the Company agreed to pay the vendor a retainer fee of $10,000 plus 8% of any equity financing secured by the vendor. In the event the equity financing occurs with an entity introduced by certain excluded entities, the fee is reduced to 3%. In addition, the Company has agreed to issue the vendor share purchase warrants equal to 10% of the securities sold in such equity financing at a price of $0.70 and expiry date which is 3 years from the issue date. In the event the vendor secures debt financing, the fees paid to the vendor are as follows; 8% of the first $2,000,000, plus 6% of proceeds between, $2,000,001 and $7,000,000 if any, plus 4% of proceeds in excess of $7,000,000 if any.  On March 10, 2011, the Company formally terminated this contract.

The Company has entered into an agreement dated October 11, 2010 with a consultant who will provide strategic planning, fund raising, and capital structuring advisory services for a term of nine months. In consideration for the services the company will issue 200,000 shares of its commons stock to the consultant, 100,000 of which will be delivered at the end of four months, and 100,000 of which will be delivered at the end of nine months. In addition the Company will issue 200,000 options to the consultant to purchase Company shares at such time as the company has closed on at least $2 million in net proceeds attributable to the efforts of the consultant. In addition and subject to certain conditions, the Company will issue to the consultant 100,000 options to purchase Company shares for every $1 million in additional net proceeds attributable to the efforts of the consultant.  The shares were not issued as at April 30, 2011 due to a delay in starting the program.

On February 3, 2011, the Company entered into a non-exclusive contract with a different vendor to provide financing and share placement efforts with the goal of raising equity funding for the Company. The vendor was paid a retainer fee of $15,000, and for funds raised for the Company, was to receive a fee of 10% of cash raised, plus share purchase warrants equal to 10% of the securities sold in any equity financing, On May 17, 2011, the Company formally terminated this contract.

On June 7, 2011, the Company entered into an exclusive contract with a different vendor, terminable on two month's notice, to provide financing and share placement efforts with the goal of raising equity funding for the Company. In consideration the Company agreed to pay the vendor a retainer fee of $12,500, a monthly retainer of $7,000, plus 10% of the aggregate gross proceeds of any financing secured by the vendor. In addition, the Company agreed to issue the vendor share purchase warrants equal to 10% of the securities sold in such financing, on the same terms as the financing.

Property Acquisition Agreements

On September 23, 2009, the Company entered into a Mineral Assets Option Agreement (the "Option") with Sociedad Gareste Limitada ("Gareste") and other vendors, for the proposed acquisition by Zoro of the Piedra Parada and Fritis precious metals projects located in Chile's Atacama Region III.  Harold Gardner, an officer and Director of the Company, is co-managing partner of Gareste.  Effective December 2, 2009, the Company exercised the Option and completed the acquisition of a 100% legal and beneficial interest in and to the Piedra Parada Project and the Fritis Project.  Under the Option, the Company (i) issued 19,400,000 restricted shares of its common stock to the vending parties; (ii) agreed to pay or cause to be paid all underlying regulatory and governmental payments and assessment work required to keep the mineral property interests in good standing; and (iii) granted to Gareste a 2% net smelter return ("NSR") royalty on the proceeds of any production from each of the Piedra Parada and Fritis properties, capped at $6,000,000 at each property, one-half of which at each property can be repurchased by the Company at any time before commencement of any production at that property for the sum of $2,000,000.

Effective February 22, 2010, the Company entered into an Asset Purchase Agreement with two vending parties to acquire a 100% interest in three property mineral exploration concessions as an extension to the Company's existing Yura gold prospect located 30 kilometers west of Arequipa, Peru (the "Fortuna Properties").  Harold Gardner, an officer and Director of the Company, is an indirect minority shareholder of one of the vending parties.  Subject to final due diligence, the lifting of the Cease Trade Order (which occurred on July 21, 2010), and other customary closing conditions, the Company plans to (i) issue 6,000,000 restricted shares of its common stock to the Vending Parties; (ii) pay to the Vending Parties $100,000 prior to the closing of the acquisition, $125,000 at the closing date, and $100,000 six months from the closing date; and (iii) grant to the Vending Parties, a 2.5% net smelter return ("NSR") royalty on the proceeds of any production from the Fortuna Properties capped at $20,000,000, 1.5% of which can be repurchased by the Company at any time before commencement of any production for the sum of $8,000,000. The NSR also calls for an advance minimum yearly payment of $100,000 to the Vending Parties, which amounts are credited against any royalties ultimately payable.

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Investor Relations Consulting Agreement

Effective on August 23, 2010, our Board of Directors authorized August 17, 2010 as the Commencement Date and effectiveness of activities under an Investor Relations Consulting Agreement with Bravo International Services ("Bravo".)

Bravo's services were to include, building our Company's investment audience through the dissemination of corporate data packages, broker presentations, broker communications, mining analyst communications, attending trade shows and handling shareholder enquiries regarding the Company.  Under the Investor Relations Consulting Agreement, our Company is obligated to compensate Bravo $7,500 per month for nine (9) months from the Commencement Date and deliver Bravo Two Hundred Thousand (200,000) shares of the Company's common stock.  On February 11, 2011, the Company terminated the Bravo contract for cause and has since commenced an arbitration under the rules of the American Arbitration Association against Bravo for breach of contract and fiduciary duties.

Purchase of Significant Equipment

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

Off-Balance Sheet Arrangements

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

Going Concern

The independent auditors' report accompanying our April 30, 2011 and 2010 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.

Item 3.         Quantitative and Qualitative Disclosures About Market Risk

Not required because we are a smaller reporting company.

Item 4.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As of July 31, 2011, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer), and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting as at our year ended April 30, 2011, as disclosed is our Annual Report on Form 10-K for our fiscal year ended April 30, 2011, which may be considered to be material weaknesses and which had not been resolved as of July 31, 2011.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the three month period ended July 31, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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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 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 1A.        Risk Factors

Not required because we are a smaller reporting company.

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds

We did not issue any unregistered equity securities during our quarter ended July 31, 2011.

Item 3.          Defaults Upon Senior Securities

None.

Item 4.         (Removed and Reserved).

Not applicable.

Item 5.         Other Information

None.

Item 6.           Exhibits

|Exhibit No. | Document                                                                                                                                                                                                                                                                                                       
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         | Articles of Incorporation (1)                                                                                                                                                                                                                                                                                  
|3.1.2       | Certificate of Change effective February 9, 2007 (2)                                                                                                                                                                                                                                                           
|3.1.3       | Articles of Merger effective March 19, 2007 (2)                                                                                                                                                                                                                                                                
|3.1.4       | Certificate of Change effective April 22, 2009 (3)                                                                                                                                                                                                                                                             
|3.2         | Bylaws (1)                                                                                                                                                                                                                                                                                                     
|10.1        | Mineral Assets Option Agreement dated September 23, 2009 among each of Gareste Limitada, Twaine Assets SA, Agosto Corporation Limited, Yu Cui, Zhao Heng, Ye Bin, Sun Suzhuan, Chen Zou and Zoro Mining Corp. (4)                                                                                              
|10.2        | Asset Purchase Agreement dated February 22, 2010 between Zoro Mining Corp. and South American Inmobilaria S.A.C. and Donald Le Roy Stiles (5)                                                                                                                                                                  
|10.3        | Binding Letter of Intent for Participation in the Escondida Project dated March 31, 2011(6)                                                                                                                                                                                                                    
|10.4        | Settlement Agreement between the Company and Andrew Brodkey, dated August 15, 2009                                                                                                                                                                                                                             
|10.5        | Settlement Agreement between the Company and Harold Gardner, dated August 15, 2009                                                                                                                                                                                                                             
|10.6        | Settlement Agreement between the Company and Harold Gardner, dated August 15, 2009                                                                                                                                                                                                                             
|10.7        | Settlement Agreement between the Company and Sage Associates Inc., dated August 15, 2009                                                                                                                                                                                                                       
|10.8        | Settlement Agreement between the Company and Pro Business Trust, dated August 15, 2009                                                                                                                                                                                                                         
|10.9        | Debt Assignment Agreement among the Company, Gareste Limitada, and Harold Gardner, dated August 17, 2009                                                                                                                                                                                                       
|10.10       | Mineral Property Acquisition Agreement, dated for reference as fully executed on April 12, 2007, as entered into as entered between Zoro Mining Corp. and each of Eduardo Esteffan M., Fresia Sepulveda H., Eduardo Esteffan S., Gretchen Esteffan S., Claudio Esteffan S. and Integrity Capital Group, LLC (7)
|10.11       | Corporate Support Agreement between the Company and Sweetwater Capital Corp., dated May 1, 2007                                                                                                                                                                                                                
|10.12       | Convertible Note in the principal amount of $200,000, dated November 7, 2008                                                                                                                                                                                                                                   
|10.13       | Promissory Note between the Company and Sweetwater Capital, dated September 12, 2008                                                                                                                                                                                                                           
|10.14       | Promissory Note between the Company and Woodburn Holdings Ltd., dated October 2, 2009                                                                                                                                                                                                                          
|10.15       | Promissory Note from the Company to 1218716 Alberta Ltd., dated September 16, 2009                                                                                                                                                                                                                             
|10.16       | Promissory Note between the Company and WestPeak Ventures of Canada Ltd., dated September 17, 2008                                                                                                                                                                                                             
|10.17       | Promissory Note between the Company and Timothy Brock., dated November 28, 2008                                                                                                                                                                                                                                
|10.18       | Advisory Services Agreement between the Company and Viewpoint Securities, LLC, dated January 8, 2010                                                                                                                                                                                                           
|31.1        | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.                                                                                                                                                                                               
|31.2        | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.                                                                                                                                                                                               
|32.1        | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Securities Exchange Act.                                                                                                                                                     

(1)   Incorporated by reference from Form SB-2 filed with the SEC on August 10, 2005. 
(2)   Incorporated by reference from Form 8-A Registration Statement filed with the SEC on April 5, 2007.
(3)   Incorporated by reference from Form 8-K filed with the SEC on April 22, 2009.
(4)   Incorporated by reference from Form 8-K/A filed with the SEC on October 19, 2009.
(5)   Incorporated by reference from Form 8-K filed with the SEC on February 26, 2010.
(6)   Incorporated by reference from Form 8-K filed with the SEC on April 6, 2011.
(7)   Incorporated by reference from Form 8-K filed with the SEC on April 16, 2007.

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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



ZORO MINING CORP.





| | By: | /s/ Andrew BrodkeyAndrew Brodkey
Chief Executive Officer, President and a director
Date:   September 19, 2011 | 
| | --- | ------------------------------------------------------------------------------------------------------------- | 





| | By: | /s/ Frank GarciaFrank Garcia
Chief Financial Officer
Date:   September 19, 2011 | 
| | --- | ------------------------------------------------------------------------------- |