**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
 
 **FORM
        10-QSB**
 
 [X]
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 For
        the
        quarterly period ended: **December
        31, 2006**
  OR
  [  ]
                TRANSITION
                    REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF
                    1934
 For
        the
        transition period from ___________ to ____________
  Commission
        File No. **333-125436**
 
 **ZONE
                  MINING LIMITED**
                (Exact
                    Name of Small Business Issuer as Specified in Its
                    Charter)
 
 **Nevada**
                (State
                    or Other Jurisdiction of
                  Incorporation
                    or Organization)
              
              **98-0446135**
                
                (IRS
                  Employer
                Identification
                  No.)
  **11526
            Sorrento Valley Road**
 **No.
            1 A**
 **San
            Diego, CA 92121**
 (Address
          of Principal Executive Offices)
 **(858)
            720-5034**
 
 (Issuer's
          Telephone Number, including Area Code)
  Check
            whether the issuer (1) filed all reports required to be filed by Section
            13 or
            15(d) of the Exchange Act during the past 12 months (or for such shorter
            period
            that the registrant was required to file such reports), and (2) has been
            subject
            to such filing requirements for the past 90 days.
 Yes
            [ X ]
            No [  ]
  Indicate
            by check mark whether the registrant is a shell company (as defined in
            rule
            12b-2 of the Exchange Act).
 Yes
            [  ] No [ X ]
 
 **APPLICABLE
            ONLY TO ISSUERS INVOLVED IN**
 **BANKRUPTCY
            PROCEEDINGS DURING THE**
 **PRECEDING
            FIVE YEARS**
 
 Check
            whether the registrant filed all documents and reports required to be
            filed by
            Section 12, 13 or 15(d) of the Exchange Act after the distribution of
            securities
            under a plan confirmed by a court.
 Yes
            [
  ] No [   ]
  **APPLICABLE
            ONLY TO CORPORATE ISSUERS**
 
 State
            the
            number of shares outstanding of each of the issuer's classes of common
            equity,
            as of the latest practicable date: There were 9,967,346 issued and outstanding
            shares of the issuer’s common stock, $.00001 par value per share, on February
            13, 2007.
 
 Transitional
            Small Business Disclosure Format (check one):
 Yes
            [  ] No [ X ]
 **TABLE
          OF CONTENTS**
  **Page****PART
                    I****FINANCIAL
                    INFORMATION**Item
                    1.
                Financial
                    Statements
                1Condensed
                  Consolidated Balance Sheets- (Unaudited)
                1Condensed
                  Consolidated Statements of Operations-
                  (Unaudited)
                2Condensed
                  Consolidated Statements of Cash Flows- (Unaudited)
                3Notes
                  to Condensed Financial Statements
                4Item
                    2.
                Plan
                    of Operation
                10Item
                    3.
                Controls
                    and Procedures
                23**PART
                    II****OTHER
                    INFORMATION**Item
                    6.
                Exhibits
                23Signatures
                
                24
  **PART
              I**
 **FINANCIAL
              INFORMATION**
 
 **ITEM
              1. FINANCIAL STATEMENTS**
  
 **ZONE
              MINING LIMITED AND SUBSIDIARY**
 **(A
              Development Stage Company)**
 Condensed
              Consolidated Balance Sheets
  **ASSETS****December
                        31,**
                    
                    **March
                        31,******
                    
                    **2006**
                    
                    **2006**(Unaudited)
                    
                    (Audited)Current
                        assetsCash
                        and cash equivalents
                    
                    $
                    33,115
                    
                    $
                    33,245Subscriptions
                        receivable
                    
                    
                    70,000
                    
                    
                    -Prepaid
                        expense
                    
                    
                    1,022
                    
                    
                    10,000$
                    104,137
                    
                    $
                    43,245**LIABILITIES
                        AND STOCKHOLDERS’EQUITY
                        (DEFICIT)**Current
                        liabilitiesAccounts
                        payable and accrued liabilities
                    
                    $
                    242,971
                    
                    $
                    10,419Convertible
                        debenture
                    
                    
                    12,000
                    
                    
                    -Due
                        to related party
                    
                    
                    -
                    
                    
                    29,830Total
                        current liabilities
                    
                    
                    254,971
                    
                    
                    40,249Commitments
                        and contingenciesStockholders’
                        equity (deficit)Common
                        stock; $.00001 par value; 33,333,334 shares authorized;6,468,334
                        and 4,333,334 shares issued and outstanding atDecember
                        31, 2006 and March 31, 2006, respectively
                    
                    
                    65
                    
                    
                    43Additional
                        paid in capital
                    
                    
                    246,074
                    
                    
                    64,957Deficit
                        accumulated during the development stage
                    
                    
                    (396,973
                    )
                    
                    (62,004
                    )Total
                        stockholders’ equity (deficit)
                    
                    
                    (150,834
                    )
                    
                    2,996$
                    104,137
                    
                    $
                    43,245
  **See
              notes to these condensed consolidated financial
              statements.**
 1
 
 **ZONE
              MINING LIMITED AND SUBSIDIARY**
 **(A
              Development Stage Company)**
 Condensed
              Consolidated Statements of Operations
 (Unaudited)
  **Three
                        Months**
                    ****
                    **Nine
                        Months**
                    ****
                    **January
                        31, 2005**
                    ********
                    ****
                    **Ended
                        December 31,**
                    ****
                    **Ended
                        December 31,**
                    ****
                    **(Inception)
                        to**
                    ********
                    ****
                    **2006**
                    ****
                    **2005**
                    ****
                    **2006**
                    ****
                    **2005**
                    ****
                    **December
                        31, 2006**Revenues
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Operating
                        expensesMineral
                        property costs
                    
                    
                    -
                    
                    
                    -
                    
                    
                    25,676
                    
                    
                    1,875
                    
                    
                    37,551General
                        and administrative
                    
                    
                    215,019
                    
                    
                    14,763
                    
                    
                    308,765
                    
                    
                    36,658
                    
                    
                    358,894Total
                        operating expenses
                    
                    
                    215,019
                    
                    
                    14,763
                    
                    
                    334,441
                    
                    
                    38,533
                    
                    
                    396,445Loss
                        from operations
                    
                    
                    (215,019
                    )
                    
                    (14,763
                    )
                    
                    (334,441
                    )
                    
                    (38,533
                    )
                    
                    (396,445
                    )Other
                        (income) expenseInterest
                        income
                    
                    
                    (6,218
                    )
                    
                    -
                    
                    
                    (8,573
                    )
                    
                    -
                    
                    
                    (8,573
                    )Interest
                        expense
                    
                    
                    6,734
                    
                    
                    -
                    
                    
                    9,101
                    
                    
                    -
                    
                    
                    9,101Total
                        other (income) expense
                    
                    
                    516
                    
                    
                    -
                    
                    
                    528
                    
                    
                    -
                    
                    
                    528Net
                        loss to common stockholders
                    
                    $
                    (215,535
                    )
                    $
                    (14,763
                    )
                    $
                    (334,969
                    )
                    $
                    (38,533
                    )
                    $
                    (396,973
                    )Basic
                        and diluted loss per common share
                    
                    $
                    (0.05
                    )
                    $
                    (0.01
                    )
                    $
                    (0.08
                    )
                    $
                    (0.03
                    )
                    $
                    (0.14
                    )Basic
                        and diluted weighted averagecommon
                        shares outstanding
                    
                    
                    4,703,225
                    
                    
                    1,874,638
                    
                    
                    4,457,079
                    
                    
                    1,292,606
                    
                    
                    2,901,662
  **See
              notes to these condensed consolidated financial statements.**  2
 **ZONE
              MINING LIMITED AND SUBSIDIARY**
 **(A
              Development Stage Company)**
 Condensed
              Consolidated Statements of Cash Flows
 (Unaudited)
  ****
                    
                    ****
                    
                    **January
                        31, 2005******
                    
                    **Nine
                        Months Ended December 31,**
                    
                    **(Inception)
                        to******
                    
                    **2006**
                    
                    **2005**
                    
                    **December
                        31, 2006**Cash
                      flows from operating activitiesNet
                        loss
                    
                    $
                    (334,969
                    )
                    $
                    (38,533
                    )
                    $
                    (396,973
                    )Changes
                        in assets and liabilitiesPrepaid
                        expenses
                    
                    
                    8,978
                    
                    
                    15,000
                    
                    
                    (1,022
                    )Interest
                        receivable
                    
                    
                    (8,549
                    )
                    
                    -
                    
                    
                    (8,549
                    )Accounts
                        payable and accrued expenses
                    
                    
                    241,101
                    
                    
                    (10,341
                    )
                    
                    251,520Net
                        cash used in operating activities
                    
                    
                    (93,439
                    )
                    
                    (33,874
                    )
                    
                    (155,024
                    )Cash
                        flows from investing activitiesLoan
                        to unrelated party
                    
                    
                    (788,000
                    )
                    
                    -
                    
                    
                    (788,000
                    )Net
                        cash used in investing activities
                    
                    
                    (788,000
                    )
                    
                    -
                    
                    
                    (788,000
                    )Cash
                        flows from financing activitiesIssuance
                        of debt - unrelated party
                    
                    
                    800,000
                    
                    
                    -
                    
                    
                    800,000Issuance
                        of debt - related party
                    
                    
                    54,168
                    
                    
                    15,000
                    
                    
                    83,998Repayment
                        of debt - related party
                    
                    
                    (41,000
                    )
                    
                    -
                    
                    
                    (41,000
                    )Issuance
                        of common stock, net of offering and transaction costs
                    
                    
                    68,141
                    
                    
                    50,000
                    
                    
                    133,141Net
                        cash provided by financing activities
                    
                    
                    881,309
                    
                    
                    65,000
                    
                    
                    976,139Net
                        increase in cash and cash equivalents
                    
                    
                    (130
                    )
                    
                    31,126
                    
                    
                    33,115Cash
                        and cash equivalents, beginning of period
                    
                    
                    33,245
                    
                    
                    14,920
                    
                    
                    -Cash
                        and cash equivalents, end of period
                    
                    $
                    33,115
                    
                    $
                    46,046
                    
                    $
                    33,115
  **See
              notes to these condensed financial statements.**
 3
 
 **ZONE
              MINING LIMITED AND SUBSIDIARY**
 **(A
              Development Stage Company)**
 Notes
              to
              Condensed Consolidated Financial Statements
 
 **NOTE
              1 - ORGANIZATION AND GOING CONCERN**
 
 Zone
              Mining Limited (the “Company”) was incorporated on January 31, 2005 in the State
              of Nevada, U.S.A. It is based in Bala Cynwyd, PA.
 
 In
              September 2006, Zone Mining Limited formed a wholly owned subsidiary
              named ZM
              Acquisition Corp. to merge with a company and survive as a wholly owned
              subsidiary of Zone Mining Limited. There has not been any activity
              in this
              subsidiary as of December 31, 2006 and all intercompany accounts have
              been
              eliminated upon consolidation.
 
 Zone
              Mining Limited was formed to operate as an exploration stage company
              to engage
              principally in the acquisition, exploration and development of resource
              properties. By Exploration Lease Agreement dated April 18, 2005, Zone
              Mining
              Limited had the right to conduct exploration work on 15 mineral mining
              claims in
              the Maricopa County, Arizona, U.S.A. Effective September 17, 2006,
              Zone Mining
              Limited terminated the Exploration Lease Agreement. As a result of
              such
              termination Zone Mining Limited became a shell company, as defined
              under the
              applicable rules of the Securities and Exchange Commission. As of December
              31,
              2006, Zone Mining Limited and its subsidiary (the “Company”) is focused on
              identifying a suitable operating company to acquire.
  Going
              Concern and Liquidity Considerations
 
 The
              accompanying financial statements have been prepared assuming that
              the Company
              will continue as a going concern, which contemplates, among other things,
              the
              realization of assets and satisfaction of liabilities in the normal
              course of
              business. As at December 31, 2006, the Company has a working capital
              deficit of
              $150,834 and an accumulated deficit of $396,973. The Company intends
              to fund
              operations through equity financing arrangements, and acquiring operating
              companies, which may be insufficient to fund its capital expenditures,
              working
              capital and other cash requirements for the next twelve months.
 
 The
              ability of the Company to emerge from the development stage is dependent
              upon,
              among other things, obtaining additional financing to continue operations
              and
              identifying and acquiring an operating business.
 
 In
              response to these problems, management intends to raise additional
              funds through
              public or private placement offerings.
 
 These
              factors, among others, raise substantial doubt about the Company’s ability to
              continue as a going concern. The accompanying financial statements
              do not
              include any adjustments that might result from the outcome of this
              uncertainty.
  **NOTE
              2 - SIGNIFICANT ACCOUNTING POLICIES**
 
 Basis
              of Presentation
 
 The
              interim condensed consolidated financial statements and notes thereto
              of the
              Company have been prepared by management without audit, pursuant to
              the rules
              and regulations of the Securities and Exchange Commission. Although
              certain
              information and footnote disclosures normally included in financial
              statements
              prepared in accordance with accounting principles generally accepted
              in the
              United States of America have been condensed or omitted pursuant to
              such rules
              and regulations, the Company believes that the disclosures are adequate
              to make
              the information presented not misleading. The statements reflect all
              adjustments
              which are, in the opinion of management, necessary for a fair presentation
              of
              the results for the periods presented. All such adjustments are of
              a normal and
              recurring nature. These condensed consolidated financial statements
              should be
              read in conjunction with the consolidated financial statements and
              the notes
              thereto included in the Company's 2006 Annual Report on Form 10-KSB.
              The results
              of operations for the interim periods are not necessarily indicative
              of the
              results for any subsequent quarter or the entire fiscal year ending
              March 31,
              2007.
  4
 **ZONE
                MINING LIMITED AND SUBSIDIARY**
 **(A
                Development Stage Company)**
 Notes
                to
                Condensed Consolidated Financial Statements
  Fiscal
              Periods
 
 The
              Company’s fiscal year end is March 31.
 
 Basic
              and Diluted Net Loss Per Share
 
 Loss
              per
              common share is calculated in accordance with Statement of Financial
              Accounting
              Standards No. 128, Earnings Per Share (“FAS 128"). Basic loss per common share
              is computed based upon the weighted average number of shares of common
              stock
              outstanding for the period and excludes any potential dilution. Shares
              associated with stock options, warrants and convertible preferred stock
              are not
              included because their inclusion would be antidilutive (i.e., reduce
              the net
              loss per share).
 
 The
              common shares potentially issuable arising from these instruments,
              which were
              outstanding during the periods presented in the financial statements,
              consisted
              of:
 
 **Nine
                        Months Ended December 31,**
                    ********
                    ****
                    **2006**
                    ****
                    **2005**Warrants
                    
                    
                    50,000
                    
                    
                    -50,000
                    
                    
                    -
  Risks
              and Uncertainties
 
 The
              Company is a shell company and its sole business consists of identifying
              a
              suitable operating company to acquire and is subject to significant
              risks and
              uncertainties, including the need to raise additional capital and operational
              risks of any business the Company acquires.
  **NOTE
              3 - MINERAL PROPERTY COSTS**
 
 By
              Exploration Lease Agreement dated April 18, 2005 with Gold Explorations
              LLC
              (“Gold”), the Company had the right to conduct exploration work on certain
              properties consisting of 15 unpatented mineral claims, known as the
              Black Rock
              Basin property (“the Property”) located in the Maricopa County of Arizona,
              United States. The lease had a 25-year term and expires on April 18,
              2030. The
              Company can terminate the lease at any time by giving a 30 days notice
              prior to
              an anniversary date. On August 17, 2006, the Company, gave a 30-day
              advance
              notice to terminate this lease agreement There were no penalties for
              terminating
              the lease with 30-days’ notice and as of September 17, 2006 no further
              obligations and no further payments are due under the terms of the
              lease.
  **NOTE
              4 - CAPITAL STOCK**
 
 Authorized
              Stock
 
 At
              December 31, 2006 the Company has authorized 33,333,334 common shares
              with a par
              value of $0.00001 per share. The Company has also authorized 100,000,000
              preferred shares with a par value of $0.00001 per share. Each common
              share
              entitles the holder to one vote, in person or proxy, on any matter
              on which
              action of the stockholder of the corporation is sought.
  On
              October 3, 2006, the Company effected a four-to-one forward split of
              its common
              stock, $0.00001 par value per share, through a dividend of three shares
              for each
              share of common stock outstanding as of October 2, 2006, the record
              date. After
              giving effect to the stock split, there were 13,000,000 issued and
              outstanding
              shares of common stock of the Company.
  5
 
 **ZONE
              MINING LIMITED AND SUBSIDIARY**
 **(A
              Development Stage Company)**
 Notes
              to
              Condensed Consolidated Financial Statements
   On
              October 24, 2006, the Company effected a reverse split of the Company's
              common
              stock, at a ratio of two-for-three, resulting in stockholders receiving
              two
              shares of common stock for every three shares of common stock owned
              as of
              October 24, 2006, the record date. As a result of the reverse split,
              the Company
              reduced the number of shares of common stock it is authorized to issue.
              As a
              result of the reverse split there were 8,666,667 issued and outstanding
              shares
              of common stock and 66,666,667 shares of common stock authorized for
              issuance as
              of October 26, 2006.
 
 On
              December 14, 2006, the Company effected a reverse split of the Company's
              common
              stock, at a ratio of one-for-two, resulting in the stockholders receiving
              one
              share of common stock for every two shares of common stock owned as
              of December
              14, 2006, the record date. As a result of the reverse split, the Company
              reduced
              the number of shares of common stock it is authorized to issue. As
              a result of
              the reverse stock split there were 5,218,334 issued and outstanding
              shares of
              common stock and 33,333,334 shares of common stock authorized for issuance
              as of
              December 14, 2006.
 
 These
              stock splits have been incorporated into the accompanying financial
              statements.
 
 Share
              Issuance
 
 From
              the
              inception of the Company on January 31, 2005 through September 30,
              2006, the
              Company had issued 4,333,334 common shares at a purchase price of approximately
              $0.015 per share for gross proceeds of $65,000. Of this amount, $43
              was
              accounted for as par value and $64,957 as additional paid in capital.
              Of these
              shares, 666,667 were issued to directors and officers of the Company
              at a
              purchase price of approximately $0.02 per share for total proceeds
              of
              $15,000.
 
 On
              December 12, 2006, pursuant to a series of securities purchases agreements,
              the
              Company sold 885,000 shares of common stock at a purchase price of
              $0.07 per
              share for gross proceeds of $61,950. The shares were sold in a private
              placement
              transaction.
 
 On
              December 22, 2006, pursuant to a series of securities purchases agreements,
              the
              Company sold 1,250,000 shares of common stock at a purchase price of
              $0.07 per
              share for gross proceeds of $87,500. The Company received $70,000 in
              payment for
              representing 1,000,000 shares on January 4, 2007. This amount was recorded
              as
              subscriptions receivable on the Company's balance sheet at December
              31,
              2006.
 
 During
              February, 2007, pursuant to a series of securities purchase agreements,
              the
              Company sold 2,499,000 shares of its common stock at a purchase price
              of $1.00
              per share for gross proceeds of $2,499,000.
  **NOTE
              5 - DUE TO RELATED PARTY**
 
 Except
              as
              noted elsewhere in these financial statements, related party transactions
              are as
              follows:
 
 a)
                  In
                      August 2006, the Company was obligated to a director and officer
                      of the
                      Company, for a non-interest bearing unsecured demand loan with
                      a balance
                      of $42,998. In August 2006 this loan was forgiven.This
                      forgiveness was reported in capital in excess of par in the
                      accompanying
                      financial statements. 
 b)
                  During
                      the second quarter, SPH Investments, a related party, loaned
                      the Company
                      $1,000. The loan is payable on demand and bears no interest.
                      The Company
                      repaid the loan during the fourth
                      quarter. 
 c)
                  During
                      the third quarter, the Company borrowed $40,000 from two shareholders.
                      Each shareholder loaned the Company $20,000. The notes had
                      an interest
                      rate of 9% and were due upon demand. The Company repaid the
                      principal
                      balance on both notes during the third
                      quarter. 
 The
              above
              transactions, occurring in the normal course of operations, are measured
              at the
              exchange amounts, which is the amount of consideration established
              and agreed by
              related parties.
  6
 **ZONE
                MINING LIMITED AND SUBSIDIARY**
 **(A
                Development Stage Company)**
 Notes
                to
                Condensed Consolidated Financial Statements
   **NOTE
              6 - INCOME TAXES**
 
 The
              Company has accumulated net operating losses for U.S. federal income
              tax
              purposes of approximately $396,973, which may be carried forward until
              2026 and
              used to reduce taxable income of future years.
 
 Details
              of future income tax asset:
 
 **December
                        31,**
                    ********
                    **2006**Future
                      income tax assets:Income Tax Rate
                    
                    
                    40.6
                    %Tax benefit arising from net operating loss
                        carryforward
                    
                    $
                    161,100Valuation allowance
                    
                    
                    (161,100
                    )Net deferred tax asset
                    
                    $
                    -
  The
              potential future tax benefits of these losses have not been recognized
              in these
              financial statements due to uncertainty of their realization including
              a
              limitation where a change of control has occurred. When the future
              utilization
              of some portion of the carry forwards is determined not to be “more likely than
              not,” a valuation allowance is provided to reduce the recorded tax benefits
              from
              such assets.
  **NOTE
              7 - MERGER RELATED ACTIVITIES**
 
 On
              September 21, 2006, the Company entered into a Merger Agreement with ZM
              Acquisition Corp. ("Merger Sub"), a Delaware corporation and wholly
              owned
              subsidiary of the Company, Driveitaway, Inc., a Delaware corporation
              ("DIA"),
              and Stonewell Partners LLP, a United Kingdom limited liability partnership
              and
              the principal shareholder of DIA. Pursuant to the Merger Agreement,
              Merger Sub
              was to merge with and into DIA, which was to survive as a wholly owned
              subsidiary of the Company.
 
 In
              contemplation of the merger, on September 21, 2006, the Company entered
              into a
              Securities Purchase Agreement with Trident Growth Fund, L.P., a Delaware
              limited
              partnership, and issued to Trident a 12% Senior Secured Convertible
              Debenture in
              the principal amount of up to $1,000,000 and a warrant to purchase
              up to 500,000
              shares of common stock. On September 21, 2006, Trident advanced $800,000
              to the
              Company under the debenture.
 
 Also
              on
              September 21, 2006, the Company agreed to loan up to $1,000,000 to
              DIA pursuant
              to a promissory note. The promissory note was payable in full upon
              the earlier
              of: (i) September 21, 2007; (ii) the date on which the company raises
              gross
              proceeds of at least $3,000,000 from a public offering of common stock;
              or (iii)
              the date the Merger Agreement was terminated in accordance with its
              terms, and
              accrued interest at an annual rate of 12%. The obligations of DIA under
              the DIA
              Note were subordinate to its obligations to Trident. As of September
              27, 2006,
              the Company advanced $788,000 to DIA.
 
 On
              October 20, 2006, the Company terminated the Merger Agreement.
 
 In
              connection with the termination, on October 20, 2006, Trident delivered
              the
              debenture and the warrant to the Company and the Company cancelled
              both
              instruments. The Company also entered into a mutual general release
              with Merger
              Sub and Trident and all claims between and among the parties related
              to the
              financing provided by Trident were released.
 
 In
              connection with the termination, the Company amended and restated the
              promissory
              note dated September 21, 2006 (the "DIA Note") between the Company
              and DIA and
              simultaneously assigned its rights under the DIA Note to Trident. In
              connection
              with the assignment, the Company entered into a mutual general release
              with DIA
              and the principal shareholder and all claims between or among the parties,
              including those arising under the Merger Agreement, were released.
  7
 **ZONE
                MINING LIMITED AND SUBSIDIARY**
 **(A
                Development Stage Company)**
 Notes
                to
                Condensed Consolidated Financial Statements
  In
              consideration of the foregoing, the Company issued to Trident a warrant
              to
              purchase 100,000 shares of the Company's common stock at an exercise
              price of
              $1.25 per share. On November 8, 2006 the warrant was amended and restated
              to
              provide for the purchase of 100,000 shares of the Company's common
              stock at an
              exercise price of $1.00. As a result of a one for two reverse stock
              split on
              December 14, 2006, the warrant was adjusted to provide for the purchase
              of
              50,000 shares of common stock at an exercise price of $2.00 per share.
              The
              warrant terminates three years from the date of grant. The exercise
              price is
              subject to proportional adjustments for stock splits, combinations,
              recapitalizations and stock dividends. The Company has agreed to use
              its
              reasonable best efforts, to register the public sale of the shares
              of common
              stock issuable upon exercise of the warrant by including such shares
              in any
              registration statement filed with the Securities and Exchange
              Commission.
  NOTE
              8 -CHANGE
              IN
              PRINCIPAL OFFICERS
 
 On
              August
              31, 2006, SPH Investments, Inc. ("SPH"), which is solely owned by Mr.
              Stephen P.
              Harrington, purchased 1,000,000 shares of the Company's common stock
              from
              existing shareholders. Concurrent with these transactions, Mr. Harrington
              was
              appointed as President and Chief Financial Officer and appointed to
              the Board of
              Directors, and Mr. Berrow resigned as the Company's President, Chief
              Financial
              Officer, and a director.
 
 As
              a
              result of these transactions, Mr. Harrington owned 1,000,000 shares
              of stock
              indirectly through his ownership of SPH, which directly owns the shares.
              At
              August 31, 2006 this comprised 23.1% of the Company's total issued
              and
              outstanding shares. SPH has sole voting and dispositive power regarding
              the
              1,000,000 shares. As a result, the Company experienced a change in
              control and
              Mr. Harrington, through SPH, has significant voting control.
 
 On
              September 20, 2006, Frank A. Shaw resigned as the Secretary, Treasurer
              and as a
              director. Mr. Stephen Harrington was appointed to the offices of Treasurer
              and
              Secretary on the same date.
 
 On
              January 25, 2007 Mr. Harrington resigned his aforementioned offices
              and the
              Company appointed James G. Clark as CEO, CFO, Treasurer, Secretary
              and also to
              serve as director of the Company.
 
 **NOTE
              9 - SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION NOT DISCUSSED
              ELSEWHERE**
 
 In
              2006,
              the Company had the following non cash transactions:
 
 During
              the quarter ended September 30, 2006, Mr. Berrow resigned as the Company's
              President, Chief Financial Officer, and a Director, and forgave the
              $42,998 debt
              owed him by the Company.
 
 During
              the quarter ended December 31, 2006, the Company assigned its rights
              under the
              $788,000 DIA note to Trident in exchange for cancellation of $788,000
              of 12%
              Senior Secured convertible Debentures and warrants.
  **NOTE
              10 - SUBSEQUENT EVENTS NOT DISCUSSED ELSEWHERE**
 
 On
              January 10, 2007 the Company dissolved its wholly-owned subsidiary
              ZM A cquisition
              Corp.
 
 On
              January 25, 2007, the Company entered into an employment agreement
              with Mr.
              Clark which provides for an annual base salary of $200,000 and a discretionary
              bonus as determined by the Board of Directors. The agreement has a
              term of 12
              months and may be extended for additional 12 month terms. The agreement
              provides
              for Mr. Clark to be employed on an at-will basis, however, in the event
              that Mr.
              Clark is terminated without cause, the Company is required to pay to
              Mr. Clark
              an amount equal to his base salary due for the remainder of the employment
              term,
              the pro rata portion on any bonus due, and provide benefits for the
              remainder of
              the term.
  8
 
 **ZONE
              MINING LIMITED AND SUBSIDIARY**
 **(A
              Development Stage Company)**
 Notes
              to
              Condensed Consolidated Financial Statements
  On
              January 31, 2007, the Company entered into a purchase agreement with
              a related
              party, to purchase all of the membership interests in Reliant Partners,
              LLC, a
              California limited liability company ("Reliant"). On February 9, 2007,
              the
              Company completed the purchase, and Reliant became a wholly-owned subsidiary
              of
              the Company and serves as the Company's sole operating subsidiary.
              Reliant is a
              San Diego, California based company engaged in the business of direct
              marketing
              and sales of student loan applications.
 
 In
              consideration for the purchase, the Company issued 1,000,000 shares
              of its
              common stock to the Jason W. Kincaid Trust dated June 20, 2005, and
              paid Mr.
              Kincaid $100,000. Mr. Kincaid was the sole member of Reliant. The Company
              will
              also make the following cash payments to Mr. Kincaid: (i) an amount
              equal to the
              revenue to be received by Reliant with respect to certain completed
              loan
              applications generated by Reliant that were in process with certain
              customers as
              of the closing date of the transaction ("Close"); (ii) a cash payment
              equal to
              the value of Reliant's accounts receivable as of the Close; and (iii)
              $400,000
              payable on or prior to the six month anniversary of the Close.
 
 The
              Company has also
              agreed to adopt a stock incentive plan and issue options to purchase
              an
              aggregate of 250,000 shares of its common stock at an exercise price
              of $1.00
              per share to certain employees of Reliant within thirty days of the
              Close. At
              the Close, the Company entered into an employment agreement with Mr.
              Kincaid to
              serve as an employee of Reliant for a term of one year at an annual
              base salary
              of $200,000, which may be renewed by mutual consent for any number
              of additional
              one year periods. Prior to the purchase, Mr. Kincaid was the beneficial
              owner of
              1,150,000 shares of common stock. Subsequent to the close, Mr. Kincaid
              will be
              the beneficial owner of 2,150,000 shares of common stock.
 9


**CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**





The
      information contained in this report on Form 10-QSB and in other public
      statements by the Company and Company officers or directors includes or may
      contain certain “forward-looking statements” within the meaning of Section 27A
      of the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended. All statements other than statements of
      historical facts included or incorporated by reference in this report,
      including, without limitation, statements regarding our future financial
      position, business strategy, budgets, projected revenues, projected costs and
      plans and objectives of management for future operations, are forward-looking
      statements. Forward-looking statements generally can be identified by the use
      of
      forward-looking terminology such as “may,” “will,” “expect,” “intend,”
“project,” “estimate,” “anticipate,” or “believe” or the negative thereof or any
      variation thereon or similar terminology.





Such
      forward-looking statements are made based on management's beliefs, as well
      as
      assumptions made by, and information currently available to, management pursuant
      to the “safe-harbor” provisions of the Private Securities Litigation Reform Act
      of 1995. Although we believe that the expectations reflected in such
      forward-looking statements are reasonable, we can give no assurance that such
      expectations will prove to have been correct. Such statements are not guarantees
      of future performance or events and are subject to known and unknown risks
      and
      uncertainties that could cause the Company's actual results, events or financial
      positions to differ materially from those included within the forward-looking
      statements. Important factors that could cause actual results to differ
      materially from our expectations include, but are not limited to, maintaining
      our relationship with Student Loan Xpress, Inc., our ability to identify,
      acquire, integrate and manage suitable additional operating companies, our
      ability to attract and retain an executive management team, changes in federal
      legislation pertaining to student loans, changes in prevailing interest rates,
      the cost and demand for college educations, the availability of capital
      resources, changes in the securities or capital markets, and other factors
      disclosed in this report under the caption “ **Risk
      Factors** ”
      beginning on page 14 of
      this
      report and our other filings with the United States Securities and Exchange
      Commission. Readers are cautioned not to place undue reliance on these
      forward-looking statements, which speak only as of the date made. All subsequent
      written and oral forward-looking statements attributable to us, or persons
      acting on our behalf, are expressly qualified in their entirety by these
      cautionary statements. Except as required by law, we undertake no obligation
      to
      disclose any revision to these forward-looking statements to reflect events
      or
      circumstances after the date made, changes in internal estimates or
      expectations, or the occurrence of unanticipated events.





**Item
      2.**  **Plan
      of Operation.**




Unless
      otherwise indicated or the context otherwise requires, all references to the
      “Company,” “we,” “us” or “our” and similar terms refer to Zone Mining
      Limited.




10




**Background**




We
      were
      formed in January 2005 under the laws of State of Nevada for the purpose of
      engaging in the acquisition, exploration and development of resource properties.
      We completed an initial public offering of our common stock in October, 2005
      raising gross proceeds of $50,000. Having been unable to execute our business
      plan, we exited this business in August, 2006. As a result, we became a shell
      company under applicable rules of the Securities Exchange Commission (the “SEC”)
      promulgated under the Exchange Act. Since August 2006, our business has
      consisted solely of identifying a suitable operating company to acquire and
      complying with our reporting obligations under federal securities laws. In
      September 2006, we entered into a merger agreement to acquire a provider of
      on-line remarketing services to managers of automotive fleets. In October 2006,
      we terminated the merger agreement and continued the process of identifying
      a
      suitable operating company to acquire. On January 31, 2007, we entered into
      an
      agreement to purchase
      all of the membership interests in Reliant Partners, LLC, a California limited
      liability company (“Reliant”). O n
      February 9, 2007 we completed the acquisition of Reliant which became
      a
      wholly-owned subsidiary of the Company and currently serves as our sole
      operating subsidiary.




**Overview**





We provide direct
      marketing and sales of federal consolidation and student loan
      applications. We use
      direct mail marketing to initiate new consolidation loan applications to parents
      and students who have one or more consolidation-eligible student loans under
      the
      Federal Family Education Loan Program, which we will refer to as “FFELP”. Our
      operations consist of an inbound call center of approximately ten customer
      service agents and 14 sales agents and designing and managing original direct
      mail campaigns. These marketing materials are developed internally while
      physical production and distribution are outsourced to a local third party
      vendor.





Prospective
      applicants are directed to call campaign-unique toll free numbers and are routed
      to our call center. We then screen potential applicants and assist qualified
      applicants in preparing and submitting loan applications to providers of federal
      student and consolidation loans. For this service, we receive a marketing fee
      for each completed loan application. These fees are our primary source of
      revenue. As of the date of the report, our sole customer is Student Loan Xpress,
      Inc. (“SLX”), a subsidiary of CIT Group Inc. Our agreement with SLX expires June
      30, 2007 and requires that we exclusively market SLX loan products.





**Key
      Performance Indicators**




Our
      key
      performance indicators are volume of incoming calls and loan applications
      submitted. We recognize revenue when a completed loan application is ready
      for
      disbursement by SLX, the amount of our marketing fee has been determined, and
      collection is reasonably assured. Generally, an increase in applications will
      result in an increase in our revenue. In order to continue to generate
      applications and in turn revenue, we need to solicit inquiry from as many
      qualified applicants as possible. This is ultimately dependent upon the
      development and execution of effective and timely direct mail and internet
      marketing initiatives and effective screening and processing of applicants. ****





**Outlook**




Based
      on
      government and industry sources including the United
      States Department of Education and The
      College Board ,
      the
      increase in the cost of higher education continues to far outpace inflation
      and
      wage growth, the volume of federally guaranteed student loans has increased
      substantially in recent years, college admissions are at an all time high and
      continue to grow. In addition, t he
      low
      interest rate environment during the last several years has encouraged many
      borrowers to consolidate their variable rate student loans into one loan with
      a
      low fixed interest rate. Continued funding by the Federal Government and
      continued low interest rates, increasing tuition costs, and college admissions are
      all
      key external conditions which affect the demand for our services and our ability
      to successfully execute our business plan.




11





Our
      business plan is to become a leading outsourced marketing and customer
      acquisition services company. Through strategic acquisition and organic
      development, we intend to build a direct marketing company focused on student
      loans. We accomplished the first step in executing this strategy by acquiring
      Reliant’s sales and marketing infrastructure. In the near term, we will seek to
      increase our share of student loan consolidations through aggressive marketing,
      optimized call center operations, and streamlined electronic document
      distribution. Thereafter, we intend to grow our business both organically
      through new marketing channels as well as through additional synergistic
      acquisitions in the student loan industry to expand into new marketing channels
      and increase customer penetration.





In
      order
      to successfully execute our plan, we will need to attract and retain an
      executive management team with substantial industry experience. Our chief
      executive officer James G. Clark has substantial experience in the student
      loan
      financing industry and intends to build an effective management team.





As
      we
      believe effective interaction with prospective customers is one of the
      cornerstones of our success, we believe candidate selection for the call center
      operation is essential to maintaining our standard of operation. Our continued
      efforts in recruiting and training such persons is critical to our ability
      to
      successfully execute our business plan.





We
      believe that our near-term success will depend particularly on our ability
      to
      integrate Reliant into the Company and to build an effective management team
      that will provide a strong foundation for growth. We believe that key risks
      include our ability to maintain our relationship with SLX, changes
      in federal legislation pertaining to student loans, our
      ability to identify, acquire and integrate operating companies into our
      operations, our ability to attract and retain an effective executive management
      team, and raise the capital necessary to grow our business. Our prospects must
      be considered in light of the risks, expenses and difficulties encountered
      by
      companies at an early stage of development. We may not be successful in
      addressing such risks and difficulties.





Our
      independent auditors included an explanatory paragraph in their opinion on
      our
      financial statements for our fiscal year ended March 31, 2006 as to the
      substantial doubt about our ability to continue as a going concern. This was
      based on our limited cash resources, our history of recurring losses since
      inception, and our inability to execute our business plan. Our long-term
      viability and growth will ultimately depend upon operating Reliant on a
      profitable basis and acquiring additional operating companies in the student
      loan and consolidation industries.




**Liquidity
      and Capital Resources**




Since
      inception, the Company has funded its operations through public and private
      offerings of its common stock and Reliant has funded operations from its
      operating activities and proceeds from short term loans and a line of credit.




12





During
      December 2006, we raised gross proceeds of $149,450 through the issuance of
      2,135,000 shares of our common stock at a split adjusted purchase price of
      $0.07
      per share. Between February 7, 2007 and the date of this report, we raised
      $2,599,000 through the issuance of 2,599,000 shares of our common stock at
      a
      purchase price of $1.00 per share.





The
      foregoing constitutes our principal sources of financing during the past twelve
      months. Reliant currently maintains a $100,000 line of credit with a commercial
      bank. As of the date of this report, there is no outstanding balance on this
      line of credit. Other than the foregoing, we do not maintain a term loan or
      credit facility with any other commercial bank or financial institution. To
      date, our capital needs have been principally met through the receipt of
      proceeds from sales of our equity and debt securities. We intend to continue
      to
      invest our cash in excess of current operating requirements in interest-bearing,
      investment-grade securities.





Over
      the
      next six months, we expect to incur approximately $2,200,000 of cash
      expenditures in payment of the remainder of the purchase price due in connection
      with our purchase of Reliant. We expect to fund this amount through current
      cash
      resources, working capital, and proceeds from the sale of our equity securities.
      We expect to incur additional material capital expenditures during the next
      twelve months in connection with the acquisition of additional operating
      companies. We also expect to hire additional employees to serve as executive
      officers of the Company.





As
      of the
      date of filing this report and after giving effect to the purchase of Reliant,
      we have cash resources of approximately $2,700,000. **** Reliant
      has historically operated on a cash flow positive basis and we expect that
      it
      will continue to generate enough cash to support its operations and our
      corporate overhead, including costs associated with retaining additional
      executive management and complying with our reporting obligations under federal
      securities laws. We believe that our current cash resources, cash provided
      by
      operations, and expected proceeds from financing activities will be sufficient
      to fund operations for the next 12 months. In the event that we identify a
      suitable operating company or companies to acquire, we expect that we will
      need
      to raise additional capital to complete such a transaction and to satisfy the
      working capital or operational requirements of any company we acquire. We expect
      to raise such capital through sales of our debt or equity
      securities. **** The
      sale
      of additional equity securities will result in additional dilution to our
      shareholders. In the event we have to issue additional debt, we would incur
      increased interest expenses and could be subject to covenants that may have
      the
      effect of restricting our operations. We have no commitment for any of the
      additional financing necessary to execute our business plan and we can provide
      no assurance that such financing will be available in an amount or on terms
      acceptable to us, if at all. If we are unable to obtain additional funds when
      they are needed or if such funds cannot be obtained on terms favorable to us,
      we
      may not be able to execute our plan to acquire additional operating
      companies.





**Off-Balance
      Sheet Arrangements**





As
      of
      December 31, 2006, we did not have any relationships with unconsolidated
      entities or financial partners, such as entities often referred to as structured
      finance or special purpose entities, which had been established for the purpose
      of facilitating off-balance sheet arrangements or other contractually narrow
      or
      limited purposes. As such, we are not materially exposed to any financing,
      liquidity, market or credit risk that could arise if we had engaged in such
      relationships.




13




**RISK
      FACTORS**




*An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following risk factors in addition to other information
      in this report on Form 10-QSB and our other filings with the Securities and
      Exchange Commission before purchasing our common stock. The risks and
      uncertainties described below are those that we currently deem to be material
      and that we believe are specific to our company. In addition to these risks,
      our
      business may be subject to risks currently unknown to us. If any of these or
      other risks actually occur, our business may be adversely affected, the trading
      price of our common stock may decline and you may lose all or part of your
      investment.*




**Risks
      Associated With Our Business**





**We
      recently entered into a new business and may not be successful in executing
      our
      business plan** .





We
      have
      recently discontinued our former business model involving the exploration of
      resource properties and adopted a new model involving the marketing and
      processing of student loans. We have only recently completed our platform
      acquisition under our new business model. As a result, we have a very limited
      operating history under our current business model. Even though we are being
      managed by a senior executive with significant experience in the industry,
      our
      limited operating history makes it difficult to predict the long-term success
      of
      our business model.





**Based
      on our recurring losses during our development stage and inability to implement
      our business plan, our auditors have included an explanatory paragraph in their
      opinion as to the substantial doubt about our ability to continue as a going
      concern.**





We
      are a
      development stage company and since inception, have incurred losses from
      development stage activities to date, and are in need of additional capital.
      As
      a result of these factors, our independent auditors have included an explanatory
      paragraph in their opinion on our financial statements for the year ended
      March 31, 2006 as to the substantial doubt about our ability to continue as
      a
      going concern. As such, we may be required to cease operations and you could
      lose your entire investment. Our financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States,
      which contemplate that we will continue to operate as a going concern. Our
      financial statements do not contain any adjustments that might result if we
      are
      unable to continue as a going concern.





**SLX
      is not obligated to continue its relationship with us. The termination of this
      relationship would have a material adverse effect on our revenues and
      earnings.**




14





Our
      agreement with SLX expires June 30, 2007 and requires that we exclusively market
      FFELP loans and consolidation loans offered by SLX. We currently derive 100%
      of
      our revenue from our agreement with SLX and either party may cancel the contract
      for cause upon 30 day’s notice. Cancellation or expiration of this agreement
      would have a material adverse effect on our financial condition and results
      of
      operation. In addition, SLX loan production may slow as interest rates rise
      or
      as the market for consolidation loans becomes more competitive. As such, we
      may
      not achieve the same level of revenues from the SLX business we have in the
      past. **** Since
      we
      are substantially dependent on SLX to generate revenue, any material decrease
      in
      its business would have a material adverse impact on our operations. ****





**We
      may not be successful in managing the Reliant business which would have a
      material adverse effect on our revenues and profitability.**





We
      have a
      very limited operating history and complications may occur in transitioning
      the
      platform Reliant business to new management. There is no guarantee that the
      employees of Reliant who market and sell consolidation loans can adequately
      transition to the marketing and sale of other student loan products. In
      addition, because a different executive management team will be put into place
      for the Reliant business, there may be difficulties in retaining relationships
      with key subcontractors, employees, and leaseholders the loss of which could
      have a material adverse effect on our operations.





**We
      are dependent on our chief executive officer and the loss of his
      services**  **or
      our inability to attract and retain an experienced executive management team
      may
      prevent us from successfully executing our business plan.**





For
      the
      foreseeable future our success will depend largely on the services of our chief
      executive officer, James G. Clark, because of his industry knowledge, marketing
      skills and relationships with major vendors. We are dependent on Mr. Clark
      to
      both manage our current operations and attract and retain an executive
      management team with substantial industry experience. We do not maintain key
      person life insurance policies on Mr. Clark. The loss of Mr. Clark or our
      inability to build an effective executive management team could seriously harm
      our business, financial condition or results of operations and our ability
      to
      execute our business plan





**Our marketing
      costs could materially increase which could have a material adverse effect
      on
      our earnings.**





We
      incur
      marketing costs relating to generating federal consolidation and student loan
      applications. For instance, our direct marketing costs may materially increase
      or the cost of obtaining mailing lists may significantly increase as the market
      for consolidation loans becomes even more competitive. Any increase in our
      marketing costs without an offsetting increase in either the number
      of completed applications generated or increase in our revenues per
      completed application could have a material adverse impact on our
      earnings.




**SLX
      may not keep pace with industry developments which could result in our inability
      to service our customers and have a material adverse effect on our revenues
      and
      earnings.**




15





In
      the
      consolidation loan industry, interest rates charged to borrowers and repayment
      options are regulated and standardized. Therefore, lenders compete on borrower
      benefits such as rate reductions tied to automatic payment. Since we currently
      derive 100% of our income from SLX, we are vulnerable to SLX’s handling of
      competitive developments in this regard. Should SLX not properly identify
      borrower benefits and become less attractive than other consolidation loan
      providers, we may be unable to market SLX’s student loan products.





**Failures
      in our information technology system could disrupt our
      business.**





Our
      operating processes are highly dependent upon our information technology system
      infrastructure, and we face the risk of business disruption if failures in
      our
      information systems occur. Such a disruption could have an impact upon our
      business and operations. A major physical disaster or other calamity that causes
      significant damage to our offices or our systems would adversely affect our
      business.





**We
      may use a significant amount of our capital to finance the purchase of
      additional student loan service companies which could strain our cash resources
      and dilute the ownership interest of our existing
      stockholders.**





An
      integral part of our business plan is to identify and acquire additional federal
      consolidation loan service providers. We expect that in order to complete the
      purchase of such companies, purchase agreements will likely include any or
      all
      of the following: a certain amount paid at closing, stock distributions paid
      at
      closing, and a balance paid over a number of years in the form of equity or
      cash
      earn-out installments payable based upon the future earnings of the acquired
      business. In order to acquire additional student loan service companies and
      to
      fund earn-out installments if they become due, we expect that we will be
      required to make significant equity and cash distributions in the future. This
      could result in a strain on our cash resources and dilute the ownership
      interests of our existing stockholders.





**We
      may need to raise additional funds in the future to fund our acquisition
      strategy. If such funds are not available we may have to delay or forego
      potential acquisitions.**





We
      expect
      we will have to raise additional capital in the future to help fund our
      operations and acquisition strategy or to fund unforeseen capital requirements
      or other events and uncertainties. If we cannot raise funds on acceptable terms,
      we may not be able to acquire additional student loan servicing companies,
      take
      advantage of future opportunities, or respond to competitive pressures or
      unanticipated requirements. This may cause us to delay or forego potential
      acquisition even if they may be profitable to our future
      operations.




16





**We
      are not obligated to follow any particular criteria for evaluating new
      acquisition targets.**





Even
      though we expect to develop general guidelines for determining whether a
      potential target’s products are attractive for a combination, we are not
      obligated to follow any particular operating, financial, geographic, or other
      criteria in evaluating candidates for potential relationships. We will target
      companies which we believe will provide the best potential long-term financial
      return for our stockholders and we will determine the terms of the relationship
      accordingly. Our stockholders will not have the opportunity to evaluate the
      relevant economic, financial, and other information that our management team
      will use and consider in deciding whether to pursue an opportunity or
      not.





**There
      is a scarcity of and competition for student loan companies** .





There
      are
      a limited number of companies that market, process, and fund student loans
      such
      as SLX. In addition, there is a competition among direct marketing companies
      to
      establish relationships with such companies. There is no guarantee that we
      will
      secure any additional relationships in the future or that we will be able to
      renew our existing relationship with SLX when its term expires. Additionally,
      it
      may prove more difficult than anticipated to utilize the existing sales and
      marketing platform for other companies’ products. Our sales team may find
      particular products more difficult than others to sell and may not be successful
      in replicating their volumes with any of our future partners. We may find it
      more difficult than anticipated to integrate additional companies into one
      corporate structure.





**Our
      acquisition and strategic alliance strategies include numerous risks, including
      identifying acquisition candidates, execution risks, significant acquisition
      costs, the management of a larger enterprise, and the diversion of management’s
      attention that could cause our overall business operations to
      suffer.**





We
      may
      seek to acquire companies that complement our business. Our inability to
      complete acquisitions and successfully integrate acquired companies may render
      us less competitive. We may evaluate acquisitions at any time. We cannot assure
      you that we will be able to identify acquisition candidates and complete
      acquisitions on commercially reasonable terms or at all. If we make
      acquisitions, we also cannot be sure that any benefits anticipated from the
      acquisitions will actually be realized. Additionally, we cannot be sure that
      we
      will be able to obtain financing for acquisitions.





The
      process of integrating acquired operations into our existing operations may
      result in unforeseen operating difficulties and may require significant
      financial, operational and managerial resources that would otherwise be
      available for the ongoing development or expansion of our existing business.
      The
      integration of acquired businesses may also lead to the loss of key employees
      of
      the acquired companies and diversion of management’s attention from ongoing
      business concerns. To the extent that we have miscalculated our ability to
      integrate and operate the business to be acquired, we may have difficulty in
      achieving our operating and strategic objectives. The diversion of management
      attention may affect our results of operations. Future acquisitions could result
      in the incurrence of debt and related interest expense, contingent liabilities
      and accelerated amortization expenses related to acquisition premiums paid,
      which could have a materially adverse effect on our financial condition,
      operating results and cash flow.




17





**Risks
      Associated with our Industry**





**Decreased
      demand for consolidation loans could have an adverse impact on our
      business.**





The
      low
      interest rate environment during the last several years has encouraged many
      borrowers to consolidate their student loans into one loan with a lower interest
      rate. At present, Reliant only markets federal consolidation loans and other
      student loans. Demand for consolidation loans could decrease in future years
      due
      to higher interest rates, a diminished pool of potential borrowers eligible
      to
      consolidate their loans or regulatory changes, such as an extension of the
      term
      of Stafford loans. A significant decrease in demand for consolidation loans
      would have a material adverse effect upon our business.





**Competition
      from the Department of Education as a result of the Federal Direct Loan Program
      and from other lenders may adversely impact our business.**





In
      1992,
      Congress created the William D. Ford Federal Direct Loan Program, or FDLP.
      Under
      FDLP, the DOE makes loans directly to student borrowers attending schools that
      choose to participate in that program. The volume of student loans made under
      FFELP and available for us may be reduced to the extent loans are made to
      students under FDLP. In addition, if FDLP expands, SLX may be included on fewer
      preferred lender-lists, which could result in a decreased volume of loan
      originations. This could adversely affect our earnings. Reductions in our loan
      volume could further jeopardize our relationship with SLX.





In
      the
      FFELP market, SLX faces significant competition from numerous competitors,
      including SLM Corporation, the parent company of Sallie Mae. SLM Corporation’s
      subsidiaries collectively service nearly one-half of all outstanding FFELP
      loans
      and constitute the largest holder of student loans, with a managed portfolio
      of
      approximately $142 billion as of January 2006. Another major competitor is
      Citibank through is 80% owned subsidiary Student Loan Corporation, which
      originates, holds and services federally sponsored student loans under FFELP
      and
      also holds student loans that are not insured under FFELP. Through a series
      of
      acquisitions and mergers, Nelnet, Inc. has substantially expanded its presence
      in the student loan business as an originator, holder and servicer of student
      loans. They offer a range of financial services and technology-based products,
      including student loan origination, consolidation and lending, holding, student
      loan and guarantee servicing, and a suite of internet-based software solutions.
      Nelnet had $22.9 billion in net student loan assets as of September 30, 2006.
      Other major holders of student loans include Bank of America and Wells Fargo,
      each with 4% market share. Some of these competitors are much larger than SLX
      or
      Reliant, have better name recognition than we do and have greater financial
      and
      other resources than we do. In addition, several of our competitors have large
      market capitalizations or cash reserves and are better positioned to acquire
      companies we may be interested in acquiring. Finally, many of our competitors
      are regulated financial institutions whose deposits are federally insured.
      Consequently, such competitors may have more flexibility to address the risks
      inherent in the student loan business.




18




**Proposed
      federal legislation to reduce the maximum interest rates on federally guaranteed
      student loans could have a material adverse effect on our business by reducing
      the demand for consolidation loans and the profitability of writing and
      servicing student loans.**





In
      January 2007, the United States House of Representatives passed the College
      Student Relief Act of 2007. The proposed legislation seeks to reduce the maximum
      interest rates on federally-subsidized student loans from the current 6.8%
      by
      reducing the maximum rate each year commencing July 1, 2007 until the maximum
      rate is reduced to 3.4% in 2011. The proposed legislation will pay for the
      reduced interest rates by reducing insurance and agency collection fees and
      increasing the annual fee on federal consolidation loans. The reduced interest
      rates could reduce the profitability of writing and servicing
      federally-subsidized student loans which could lead to a reduction in the fees
      paid to companies for marketing and originating student loans. Lower interest
      rates on new student loans and an increase of the annual fee on consolidation
      loans could reduce the demand for federal consolidation loans, including those
      offered by SLX, which in turn would reduce the demand for services such as
      ours
      in marketing and originating federal consolidation loans. Approval of the
      pending legislation could have a material adverse effect on our revenues and
      profitability.





**We
      face strong competition in the FFELP business. If competitive trends intensify,
      we could face margin pressure if SLX renegotiates our compensation in light
      of its changing economics** .





Because
      we earn our revenues from federally insured loans under a federally sponsored
      loan program, we are subject to political and regulatory risk. As part of the
      HEA, the student loan program is periodically amended and must be “reauthorized”
every six years. Past legislative changes included reduced loan yields paid
      to
      lenders (1993 and 1998), increased fees paid by lenders (1993), decreased level
      of the government guaranty (1993) and reduced fees to guarantors and collectors,
      among others. On February 8, 2006, the President signed the Reauthorization
      Legislation. The Reauthorization Legislation contains a number of provisions
      that over time will reduce lenders’ earnings on FFELP student loans. Some of
      this margin erosion may be passed on to Reliant through contract renegotiations
      and decreased compensation. In addition, there can be no assurances that future
      reauthorizations and other political developments will not result in changes
      that have a materially adverse impact on the Company.




**We
      face intense competition in the student loan consolidation
      space** .





SLX
      partners with multiple organizations to obtain new customers. Some of these
      organizations may have more experience with SLX or student loan marketing than
      we do. These organizations may possess significantly stronger financial,
      technical and marketing expertise than we do. In
      addition, the student loan marketing business is a rapidly growing market,
      significant competition exists, and there are low barriers to entry. Since
      we
      are currently transitioning management, we expect to face many of the same
      risks
      that start up companies experience.




19




**Our
      business is subject to a number of risks, uncertainties and conditions, some
      of
      which are not within our control, including general economic conditions, and
      adverse changes in the laws and regulations that govern our
      businesses.**





Our
      business is subject to a number of risks, uncertainties and conditions, some
      of
      which we cannot control. For example, if the U.S. economy were to sustain a
      prolonged economic downturn, interest rates increase substantially, or adverse
      changes in federal regulation pertaining to student loans occur, our business
      could be adversely affected. ****





***Risks
      Related to Our Stock***




**There
      is no active trading market for our common stock.**




There
      is
      no active trading market for our common stock. Our common stock is not eligible
      for trading on any national or regional securities exchange or the Nasdaq Stock
      Market. Our common stock is eligible for trading on the OTC Bulletin Board.
      This
      market tends to be substantially less liquid than national and regional
      securities exchanges or the Nasdaq Stock Market. To date, there has been very
      limited trading of our common stock. We cannot provide you with any assurance
      that an active trading market for our common stock will develop, or if such
      a
      market develops, that it will be sustained.





**Applicable
      SEC Rules governing the trading of “penny stocks” limits the trading and
      liquidity of our common stock which may affect the trading price of our common
      stock.**




Our
      common stock is currently eligible for trading on the OTC Bulletin Board. To
      the
      extent our common stock trades below $5.00 per share, our common stock will
      be
      considered a “penny stock” and will be subject to SEC rules and regulations that
      impose limitations upon the manner in which our shares can be publicly traded.
      These regulations require the delivery, prior to any transaction involving
      a
      penny stock, of a disclosure document explaining the penny stock market and
      the
      associated risks. Under these regulations, brokers who recommend penny stocks
      to
      persons other than established customers or certain accredited investors must
      make a special written suitability determination for the purchaser and receive
      the purchaser's written agreement to a transaction prior to sale. These
      regulations may have the effect of limiting the trading activity of our common
      stock and reducing the liquidity of an investment in our common
      stock.




**We
      intend to raise additional capital in the future, and such additional capital
      may be dilutive to stockholders or impose operational
      restrictions.**





We
      intend
      to raise additional capital in the future to help fund our
      operations  and
      acquisition strategy  through
      sales of shares of our common stock, securities convertible into shares of
      our
      common stock, or issuances of debt. Additional convertible debt or equity
      financing may be dilutive to our stockholders and debt financing, if available,
      may involve restrictive covenants that may limit our operating flexibility.
      If
      additional capital is raised through the issuance of shares of our common stock
      or securities convertible into shares of our common stock, the percentage
      ownership of our stockholders will be reduced. These stockholders may experience
      additional dilution in net book value per share and any additional equity
      securities may have rights, preferences and privileges senior to those of the
      holders of our common stock.




20





**If
      our executive officers, directors and principal stockholders choose to act
      together, they may be able to control our management and operations, which
      may
      prevent us from taking actions that may be favorable to
      you.**




Our
      executive officers, directors and principal stockholders, beneficially own
      approximately 65% of our outstanding common stock. These stockholders, acting
      together, have the ability to exert substantial influence over any matters
      requiring approval by our stockholders, including the election and removal
      of
      directors and any proposed merger, consolidation or sale of all or substantially
      all of our assets. In addition, they could dictate the management of our
      business and affairs. This concentration of ownership could have the effect
      of
      delaying, deferring or preventing a change in control of us or impeding a merger
      or consolidation, takeover or other business combination that could be favorable
      to you.





**The
      trading price of our common stock is likely to be highly
      volatile.**





The
      trading price of our shares may from time to time fluctuate widely. The trading
      price may be affected by a number of factors including events described in
      the
      risk factors set forth in this report as well as our operating results,
      financial condition, announcements regarding our business, general economic
      conditions and other events or factors. In addition, the stock market has
      experienced significant price and volume fluctuations that have particularly
      affected the price of many small capitalization companies and that often have
      been unrelated or disproportionate to the operating performance of these
      companies. Market fluctuations such as these may seriously harm the market
      price
      of our common stock. Further, securities class action suits have been filed
      against companies following periods of market volatility in the price of their
      securities. If such an action is instituted against us, we may incur substantial
      costs and a diversion of management attention and resources, which would
      seriously harm our business, financial condition and results of
      operations.





**We
      do not intend to pay dividends in the foreseeable future.**





We
      have
      never declared or paid a cash dividend on our common stock. Accordingly, we
      do
      not anticipate paying any dividends in the foreseeable future and investors
      seeking dividend income should not purchase our common stock.





**We
      are not subject to certain of the corporate governance provisions of the
      Sarbanes-Oxley Act of 2002.**





Since
      our
      common stock is not listed for trading on a national securities exchange, we
      are
      not subject to certain of the corporate governance requirements established
      by
      the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002.
      These include rules relating to independent directors, director nomination,
      audit and compensation committees, retention of audit committee financial expert
      and the adoption of a code of ethics. Unless we voluntarily elect to comply
      with
      those obligations, which we have not to date, the protections that these
      corporate governance provisions were enacted to provide, will not exist with
      respect to the Company. While we may make an application to have our securities
      listed for trading on a national securities exchange, which would require us
      to
      comply with those obligations, we can not assure you that we will make such
      application, that we would be able to satisfy applicable listing standards,
      or
      if we did satisfy such standards, that we would be successful in such
      application.




21





**Compliance
      with changing regulation of corporate governance and public disclosure will
      result in additional expenses.**





Changing
      laws, regulations and standards relating to corporate governance and public
      disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC
      regulations, have created uncertainty for public companies and significantly
      increased the cost and risks associated with accessing the public markets and
      public reporting. In addition to managing the operations of Reliant, our
      management team will need to continue to invest significant management time
      and
      financial resources to comply with both existing and evolving standards for
      public companies, which will lead to increased general and administrative
      expenses and a diversion of management time and attention from revenue
      generating activities to compliance activities. Prior to the closing of the
      Purchase Agreement, Reliant was not subject to these laws and regulations and,
      therefore, did not incur any such costs. As Reliant is now our sole operating
      subsidiary, it will have to absorb the additional expenses of compliance with
      such laws and regulations which may have a material adverse effect on its
      results of operations. Accordingly, Reliant’s financial performance as a private
      company may not be indicative of its future financial performance as a
      subsidiary of a public company.





**Standards
      for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain,
      and if we fail to comply in a timely manner, our business could be harmed and
      our stock price could decline.**





Rules
      adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002
      require annual assessment of our internal control over financial reporting,
      and
      attestation of this assessment by our independent registered public accountants.
      The SEC has extended the compliance dates for smaller public companies,
      including the Company. Accordingly, we believe that the annual assessment of
      our
      internal controls requirement will first apply to our annual report for our
      first fiscal year ended on or after July 15, 2007. Compliance with these rules
      will require us to incur increased general and administrative expenses and
      management attention. The standards that must be met for management to assess
      the internal control over financial reporting as effective are new and complex,
      and require significant documentation, testing and possible remediation to
      meet
      the detailed standards. We may encounter problems or delays in completing
      activities necessary to make an assessment of our internal control over
      financial reporting. In addition, the attestation process by our independent
      registered public accountants is new and we may encounter problems or delays
      in
      completing the implementation of any requested improvements and receiving an
      attestation of our assessment by our independent registered public accountants.
      If we cannot assess our internal control over financial reporting as effective,
      or our independent registered public accountants are unable to provide an
      unqualified attestation report on such assessment, investor confidence and
      share
      value may be negatively impacted.




22





**Item
      3.**   **Controls
      and Procedures.**





An
      evaluation of the effectiveness of our “disclosure controls and procedures” (as
      such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) was
      carried out by us under the supervision and with the participation of our Chief
      Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon that
      evaluation, our CEO and CFO concluded that, as of the end of the period covered
      by this report, our disclosure controls and procedures were effective to ensure
      (i) that information we are required to disclose in reports that we file or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in the SEC rules and forms and (ii) that
      such
      information is accumulated and communicated to our management, including our
      CEO
      and CFO, in order to allow timely decisions regarding required
      disclosure.




There
      were no changes in internal controls over financial reporting that occurred
      during the fiscal quarter ended December 31, 2006 that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting. ****





**PART
      II**


**OTHER
      INFORMATION**




**Item
      6.**   **Exhibits.**





The
      following exhibits are included herein:




**Exhibit
                No.**
            
            **Exhibit**31.1
            
            Certification
                of Chief Executive Officer and Chief Financial of the Company required
                by
                Rule 13a-14(a) under the Securities Exchange Act of 1934, as
                amended32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer of the Company
                required by Rule 13a-14(b) under the Securities Exchange Act of 1934,
                as
                amended





23


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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.




**Zone
              Mining Limited**Date: February
              14, 2007
            By:
            /s/ James
              G.
              ClarkJames G. Clark
              Chief Executive Officer




24




**EXHIBIT
      INDEX**




**Exhibit
                  Number**
              
              **Description**31.1
              
              Certification
                  of Chief Executive Officer and Chief Financial of the Company required
                  by
                  Rule 13a-14(a) under the Securities Exchange Act of 1934, as
                  amended32.1
              
              Certification
                  of Chief Executive Officer and Chief Financial Officer of the Company
                  required by Rule 13a-14(b) under the Securities Exchange Act of
                  1934, as
                  amended
 25