U.S.
      SECURITIES AND EXCHANGE COMMISSION
                Washington,
      D.C. 20549
                Form
      10-QSB
 
 Mark
One
 x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANEG
ACT OF 1934
 
 For
the period ended January 31, 2008
 
 o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE
ACT OF 1934
 
 For
the transition period from ______ to _______
 
 Commission file number:
333-127388
  
 
 Zoro
      Mining Corp.(Name
      of small business issuer in its charter)Nevada
              71-1031086(State
      or other jurisdiction of incorporation

                or
      organization)
              (I.R.S.
      Employer Identification No.)3430 East Sunrise Drive, Suite
      160
                Tucson, Arizona
      85718(Address
      of principal executive offices)(520)
      299-0390(Issuer’s
      telephone number)Securities
      registered pursuant to Section
                12(b)
      of the Act:
              Name
      of each exchange on which
                registered:NoneSecurities
      registered pursuant to Section 12(g) of the Act:Common Stock, $0.00001 par
      value(Title
      of Class)
 
  Indicate
by checkmark whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
   Yes x   Noo
   1
   Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o  No x
   Applicable
Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five
Years.
   N/A
   Indicate
by checkmark whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a
court.  Yeso  Noo
   Applicable
Only to Corporate Registrants
   Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the most practicable date:
   
  Class
              Outstanding
      as of March 14, 2008Common
      Stock, $0.00001 par value
              86,750,400
  Documents
Incorporated By Reference
   Transitional
Small Business Disclosure Format (Check one): Yes o No x
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  2
  
 ZORO
MINING CORP.
 
 FORM
10-QSB
 
 Part
      1
              FINANCIAL
      INFORMATION
              5Item
      1
              Financial
      Statements
              5Consolidated
      Balance Sheets
              5Consolidated
      Statements of Operations
              6Consolidated Statements of Cash Flows
              7Consolidated
      Statement of Stockholders' Equity
              8Notes
      to Consolidated Financial Statements
              9Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition or Plan of
      Operation
              15Item
      3.
              Controls
      and Procedures
              23Part
      II. .
              OTHER
      INFORMATION
              23Item
      1
              Legal
      Proceedings
              23Item
      2
              Unregistered
      Sales of Securities and Use of Proceeds
              23Item
      3
              Defaults
      Upon Senior Securities
              24Item
      4
              Submission
      of Matters to a Vote of Security Holders
              24Item
      5
              Other
      Information
              25Item
      6
              Exhibits
      and Reports on Form 8-K
              29Signatures
              29
  
   3
   NOTE
REGARDING FORWARD LOOKING STATEMENTS
   This
Quarterly Report includes or is based upon estimates projections or other
"forward looking statements". Such forward-looking statements include any
projections or estimates made by us and our management in connection with our
business operations. Such forward-looking statements are based on the beliefs of
Zoro Mining Corp. When used in this Quarterly Report, the words "anticipate,"
"believe," "estimate," "expect," "intends" and similar expressions, as they
relate to us, are intended to identify forward-looking statements, which include
statements relating to, among other things, our ability to continue to conduct
exploration and development of our various exploration targets. While these
forward looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current information and judgment regarding
the direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein.
 Such
estimate, projections or other "forward looking statements" involve various
risks and uncertainties. We caution the reader that important factors in some
cases have affected and, in the future, could materially affect actual results
and cause actual results to differ materially from the results expressed in any
such estimates, projections or other "forward-looking statements".
                    
 4
  PART
      I
 
 
 ITEM
1.  FINANCIAL STATEMENTS


Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Balance Sheets
 
 January
      31,
                2008
                $
              
              
              April
      30,
                2007
                $(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
              
              
              973,192
              
              
              
              2,405,857Prepaid
      expenses
              
              
              4,761
              
              
              
              176,727Accounts
      receivable
              
              
              26,476
              
              
              
              -Loan
      receivable (Note 3)
              
              
              130,625
              
              
              
              125,000Total
      Current Assets
              
              
              1,135,054
              
              
              
              2,707,584EQUIPMENT,
      net of accumulated depreciation of $50,787
              
              
              412,264
              
              
              
              -TOTAL
      ASSETS
              
              
              1,547,318
              
              
              
              2,707,584LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
              
              
              343,828
              
              
              
              106,365Due
      to related parties (Note 4)
              
              
              343,948
              
              
              
              132,897Total
      Current Liabilities
              
              
              687,776
              
              
              
              239,262Stockholders’
      EquityCapital stock (Note
      5)
                3,600,000,000 shares authorized,
      $0.00001 par value86,750,400 shares issued and
      outstanding (April 30, 2007 – 216,450,000)
              
              
              868
              
              
              
              2,164Additional paid-in
      capital
              
              
              7,268,428
              
              
              
              99,136Subscriptions
      received
              
              
              -
              
              
              
              2,600,000Donated capital
              
              
              34,500
              
              
              
              34,500Deficit accumulated during the
      exploration stage
              
              
              (6,444,254
              )
              
              
              (267,478
              )Total
      Stockholders’ Equity
              
              
              859,542
              
              
              
              2,468,322TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              
              1,547,318
              
              
              
              2,707,584
 
 
 GOING
CONCERN CONTINGENCY(Note 1)
  The accompanying notes are
an integral part of these consolidated financial statements.
 
  5
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statements of Operations
 (Unaudited)
  
 Three
      Months
                Ended
      January 31
              
              
              Nine
      Months
                Ended
      January 31
              
              
              From
      April 20, 2004
                (Date
      of Inception) to
                January
      31,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008$
              
              
              $
              
              
              $
              
              
              $
              
              
              $ExpensesConsulting
              
              
              115,128
              
              
              
              -
              
              
              
              257,375
              
              
              
              -
              
              
              
              257,375Depreciation
              
              
              23,546
              
              
              
              -
              
              
              
              50,787
              
              
              
              -
              
              
              
              50,787Donated services
              
              
              -
              
              
              
              3,000
              
              
              
              -
              
              
              
              9,000
              
              
              
              25,500Filing and transfer agent
      fees
              
              
              4,330
              
              
              
              -
              
              
              
              13,829
              
              
              
              -
              
              
              
              13,829Management and
      administration
              
              
              -
              
              
              
              -
              
              
              
              251,430
              
              
              
              -
              
              
              
              251,430Mineral property costs (Note
      3)
              
              
              799,960
              
              
              
              -
              
              
              
              5,216,831
              
              
              
              12,076
              
              
              
              5,272,171Office and
general
              
              
              108,492
              
              
              
              45
              
              
              
              302,714
              
              
              
              1,477
              
              
              
              403,538Professional fees
              
              
              40,595
              
              
              
              1,236
              
              
              
              145,667
              
              
              
              34,483
              
              
              
              231,481(1,092,051
              )
              
              
              (4,281
              )
              
              
              (6,238,633
              )
              
              
              (57,036
              )
              
              
              (6,506,111
              )Other
      incomeInterest income
              
              
              11,041
              
              
              
              -
              
              
              
              61,857
              
              
              
              -
              
              
              
              61,857Net
      loss
              
              
              (1,081,010
              )
              
              
              (4,281
              )
              
              
              (6,176,776
              )
              
              
              (57,036
              )
              
              
              (6,444,254
              )Basic
      and diluted net loss per common share
              
              
              (0.01
              )
              
              
              (0.00
              )
              
              
              (0.07
              )
              
              
              (0.00
              )Weighted
      average number of common shares outstanding –
                basic
      and diluted
              
              
              86,750,400
              
              
              
              180,000,000
              
              
              
              90,461,334
              
              
              
              204,300,000
 
 
 
 The accompanying notes are
an integral part of these consolidated financial statements.
  
 
  6
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statements of Operations
 (Unaudited)
 
 Nine
      Months
                Ended
      January 31
              
              
              From
      April 20, 2004
                (Date
      of Inception) to January
      31,
                2008
                $2008
                $
              
              
              
              2007
                $Cash
      Flows From Operating ActivitiesNet
      loss
              
              
              (6,176,776
              )
              
              
              (57,036
              )
              
              
              (6,444,254
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Donated
      rent
              
              
              -
              
              
              
              2,250
              
              
              
              9,000Donated
      services
              
              
              -
              
              
              
              6,750
              
              
              
              25,500Stock-based
      management fees
              
              
              209,293
              
              
              
              -
              
              
              
              209,293Warrants
      issued for mineral properties
              
              
              3,192,763
              
              
              
              -
              
              
              
              3,192,763Depreciation
              
              
              50,787
              
              
              
              -
              
              
              
              50,787Accrued
      interest
              
              
              
              
              
              
              -Changes
      in operating assets and liabilities:Prepaid
      expenses
              
              
              171,967
              
              
              
              (661
              )
              
              
              (4,760
              )Accounts
      receivable
              
              
              (26,476
              )
              
              
              -
              
              
              
              (26,476
              )Accounts
      payable and accrued liabilities
              
              
              7,315
              
              
              
              (2,630
              )
              
              
              113,680Amounts
      due to related parties
              
              
              -
              
              
              
              (15,694
              )
              
              
              132,897Net
      Cash Used in Operating Activities
              
              
              (2,571,127
              )
              
              
              (67,021
              )
              
              
              (2,741,570
              )Cash
      Flows From Investing ActivitiesExpenditures for
      equipment
              
              
              (21,853
              )
              
              
              -
              
              
              
              (21,853
              )Loan receivable
              
              
              (5,625
              )
              
              
              -
              
              
              
              (130,625
              )Net
      Cash Used in Investing Activities
              
              
              (27,478
              )
              
              
              -
              
              
              
              (152,478
              )Cash
      Flows From Financing ActivitiesProceeds
      from issuance of common stock and share subscriptions
    received
              
              
              1,165,940
              
              
              
              101,250
              
              
              
              3,867,240Net
      Cash Provided by Financing Activities
              
              
              1,165,940
              
              
              
              101,250
              
              
              
              3,867,240Net
      Increase (Decrease) in Cash
              
              
              (1,432,665
              )
              
              
              34,229
              
              
              
              973,192Cash
      - Beginning
              
              
              2,405,857
              
              
              
              57
              
              
              
              -Cash
      - Ending
              
              
              973,192
              
              
              
              34,286
              
              
              
              973,192Supplemental
      DisclosuresInterest
      paid
              
              
              -
              
              
              
              -
              
              
              
              -Income
      taxes paid
              
              
              -
              
              
              
              -
              
              
              
              -
 
   The accompanying notes are
an integral part of these consolidated financial statements.
 
  7
  Zoro
Mining Corp.
 (An
Exploration Stage Company)
 Consolidated
Statement of Stockholders’ Equity
   DeficitAccumulatedAdditional
              
              
              Common
              
              
              During
      thePaid-in
              
              
              Stock
              
              
              Exploration
              
              
              DonatedCommon
      Stock
              
              
              Capital
              
              
              Subscriptions
              
              
              Stage
              
              
              Capital
              
              
              Total#
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $Balance
      – April 30, 2007
              
              
              216,450,000
              
              
              
              2,164
              
              
              
              99,136
              
              
              
              2,600,000
              
              
              
              (267,478
              )
              
              
              34,500
              
              
              
              2,468,322Shares
      and warrants issued for private placement at $1.25 per unit (Note
      5(a))
              
              
              3,150,400
              
              
              
              32
              
              
              
              3,765,908
              
              
              
              (2,600,000
              )
              
              
              –
              
              
              
              –
              
              
              
              1,165,940Share
      cancellation (Note 5(a))
              
              
              (132,850,000
              )
              
              
              (1,328
              )
              
              
              1,328
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –Fair
      value of warrants issued for mineral properties (Note 3)
              
              
              –
              
              
              
              –
              
              
              
              3,192,763
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              3,192,763Fair
      value of warrants issued for services     (Note
      5(b))
              
              
              –
              
              
              
              –
              
              
              
              209,293
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              209,293Net
      loss
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (6,176,776
              )
              
              
              –
              
              
              
              (6,176,776
              )Balance
      – January 31, 2008 (Unaudited)
              
              
              86,750,400
              
              
              
              868
              
              
              
              7,268,428
              
              
              
              –
              
              
              
              (6,444,254
              )
              
              
              34,500
              
              
              
              859,542
 
   The accompanying notes are
an integral part of these consolidated financial statements.
 
  8
 
 ZORO
MINING CORP.
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JANUARY 31, 2008
  1.
              Nature of
      Operations
  The
Company was incorporated in the State of Nevada on April 20, 2004. The Company
is in the exploration stage, as defined by Statement of Financial Accounting
Standard (“SFAS”) No. 7. The Company’s principal business is the acquisition and
exploration of mineral resources (Note 3). The Company has not presently
determined whether its mineral properties contain mineral reserves that are
economically recoverable.
  The
Company’s common shares trade on the OTC Bulletin Board and on the Frankfurt
Stock Exchange. In connection with the name change to Zoro Mining Corp., as of
the open of business on March 19, 2007, the Company’s trading symbol is “ZORO”
in the United States and “ZMK” in Germany.
  Principles
of Consolidation
  During
the nine month period ended January 31, 2008, the Company incorporated three
wholly-owned subsidiaries in each of Peru (Zoro Mining SAC, dba “Zoro Peru”),
Chile (Sociedad Chile Limitada, dba “Zoro Chile”), and Mexico (Aravena SA, dba
“Zoro Mexico”) to beneficially hold property titles in each
country.  These financial statements include the accounts of Zoro
Mining Corp., and its wholly-owned subsidiaries Zoro Peru, Zoro Chile, and Zoro
Mexico (collectively the “Company”).  All intercompany transactions
and balances have been eliminated.
  Going
Concern
  These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has not generated significant
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent on the ability of
the Company to obtain necessary equity financing to continue operations and to
determine the existence, discovery and successful exploitation of economically
recoverable reserves in its resource properties, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations. As at January 31, 2008, the Company has accumulated losses of
$6,526,181 since inception. These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern. These financial statements do
not include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
 
 2.
              Summary
      of Significant Accounting Policies
  a)
              Basis
      of Presentation and Fiscal Year
  These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars.  The Company’s fiscal year-end is April
30.
  The
foregoing unaudited interim consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B as promulgated by the Securities and Exchange Commission ("SEC").
Accordingly, these financial statements may not include all of the disclosures
required by generally accepted accounting principles for complete financial
statements. The accompanying unaudited financial statements and related notes
should be read in conjunction with the audited financial statements and the Form
10-KSB of the Company for the year ended April 30, 2007. In the opinion of
management, the unaudited interim financial statements furnished herein include
all adjustments, all of which are of a normal recurring nature, necessary for a
fair statement of the results for the interim period presented.
  b)
              Use
      of Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
  9
 
 ZORO
MINING CORP.
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JANUARY 31, 2008
  2.
              Summary
      of Significant Accounting Policies (continued)
  c)
              Equipment
  Equipment is recorded
at cost.  Depreciation is provided using the straight-line method
over 5 years. Maintenance and repairs are expensed as incurred.
Replacements and betterments are capitalized.
  d)
              Mineral
      Property Costs
 
 Mineral
property acquisition costs are capitalized in accordance with EITF 04-2 when
management has determined that probable future benefits consisting of a
contribution to future cash inflows have been identified and adequate financial
resources are available or are expected to be available as required to meet the
terms of property acquisition and budgeted exploration and development
expenditures.  Mineral property acquisition costs are expensed as
incurred if the criteria for capitalization are not met.  In the event
that mineral property acquisition costs are paid with Company shares, those
shares are recorded at their estimated fair value at the time the shares are due
under the terms of the property agreements.  To date, the Company has
not capitalized mineral property acquisition costs as the criteria for
capitalizing such costs has not been met.
 
 Mineral
property exploration costs are expensed as incurred.
 
 When
mineral properties are acquired under option agreements with future acquisition
payments to be made at the sole discretion of the Company, those future
payments, whether in cash or shares, are recorded only when the Company has made
or is obliged to make the payment or issue the shares.  Because option
payments do not meet the definition of tangible property under EITF 04-2, all
option payments are expensed as incurred.
 
 When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves and pre feasibility, the
costs incurred to develop such property are capitalized.
  The
Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
Retirement Obligations” which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale, abandonment,
or other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such
assets.  The adoption of this standard has had no effect on the
Company’s financial position or results of operations.  As at January
31, 2008, any potential costs relating to the retirement of the Company’s
mineral property interest are not yet determinable.
  e)
              Stock-Based
      Compensation
  The
Company records stock-based compensation in accordance with SFAS No. 123R “Share
Based Payments”, using the fair value method. All transactions in which goods or
services are the consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable. Equity instruments issued to employees and the cost of the services
received as consideration are measured and recognized based on the fair value of
the equity instruments issued.
  10
 
 ZORO
MINING CORP.
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JANUARY 31, 2008
  2.
              Summary
      of Significant Accounting Policies
(continued)
  f)
              Recently
      Issued Accounting Pronouncements
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
141R, “Business Combinations”. This statement replaces SFAS 141 and defines the
acquirer in a business combination as the entity that obtains control of one or
more businesses in a business combination and establishes the acquisition date
as the date that the acquirer achieves control. SFAS 141R requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree at the acquisition date, measured at
their fair values as of that date. SFAS 141R also requires the acquirer to
recognize contingent consideration at the acquisition date, measured at its fair
value at that date. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Earlier adoption is prohibited. The adoption of this statement is not expected
to have a material effect on the Company's financial
statements.
  In December 2007, the FASB
issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial
Statements Liabilities – an Amendment of ARB No. 51”. This statement amends ARB
51 to establish accounting and reporting standards
for the Non-controlling interest in a subsidiary and for the deconsolidation of
a subsidiary. This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. Earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
 
 3.
              Mineral
      Properties
 
 During
the year ended April 30, 2007, $125,000 was advanced to a property vendor under
a failed property acquisition agreement.  This amount is repayable
within one year and bears interest at 6% simple interest over the one year term,
which is to March 12, 2008.  During the period ended January 31, 2008,
interest of $5,625 has accrued on this note.
  Pursuant
to an agreement dated April 12, 2007 and effective on May 7, 2007, the Company
agreed to the terms and conditions of a mineral property acquisition agreement
between the Company and various third parties pursuant to which the vendors
agreed to transfer a 100% undivided legal, beneficial and registerable interest
in and to six separate mineral property projects, totalling approximately 28,173
acres in Chile, 6,672 acres in Mexico, and a further 4,942 acres located in Peru
(the “Mineral Property Acquisition Agreement”).
  In order
to complete the acquisitions, three wholly-owned subsidiaries in each of Peru,
Chile, and Mexico were incorporated by the Company between May and July 2007 to
beneficially hold property titles in each country.  As consideration,
a founding shareholder of the Company agreed to sell an aggregate of 35,500,000
restricted common shares to the vendors at a purchase price of US$0.0001 per
common share, the Company agreed to enter into certain consulting arrangements
for management and administration of exploration activities with certain agents
to the vendors of the properties, and the Company further agreed to pay all
regulatory and governmental payments and assessment work required to keep the
mineral property interests in good standing. The Company is in the process of
establishing and transferring to the wholly-owned subsidiaries its various and
newly acquired property interests.
 
 The
Company has been concentrating its exploration initiatives primarily in Peru on
its 4,942 acre Yura gold prospect located near Arequipa, Peru and on its 14,830
acre Don Beno gold and copper project near Copiapo, Chile.
 
 11
 
 ZORO
MINING CORP.
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JANUARY 31, 2008
 3.
                Mineral
      Properties (continued)
  On the
Yura gold prospect, a large fracture zone has been identified and exploratory
drilling is being designed to test gold dissemination in and outside of the
fracture.  The Company has also been conducting geological mapping,
sampling, induced polarization testing, and road building as
necessary.  Bulk ore samples continue to be tested for gold content
using mechanical recovery methods.
 
 On the
Company’s Don Beno copper and gold project, a large IP (induced polarization)
anomaly has been identified as a sulphide body that is being explored by
drilling. Other work undertaken includes initial mapping, grid sampling, and
aerial photography.
  On the
Company’s Escondida project near Copiapo, Chile, initiatives in progress include
lab gravity concentration tests for recovery of gold, silver, and platinum group
metals, and leaching tests for recovery from gold and silver
concentrates.  Mapping and exploratory drilling are other concurrent
exploratory initiatives.
 
 The
Company continues to organize geological and exploratory plans for its Rio Sur
Project and Costa Rica Projects currently targeting copper and gold sediment
hosted mineralizations located in proximity to each other near Copiapo, Chile in
addition to its Las Animas project, in Sonora, Mexico that features epithermal
vein hosted gold.
 On May
18, 2007 and in connection with the Mineral Property Acquisition Agreement, the
Company issued an aggregate of 4,670,000 warrants to purchase restricted common
shares of the Company at a price of $0.70 per share for a term until May 18,
2009 for finders’ fees in connection with the exploration properties acquired of
which 808,500 warrants were issued to the current President and Director of the
Company. The term of these warrants is two years. The fair value of these
warrants at the date of grant of $3,192,763 was estimated using the
Black-Scholes option pricing model with an expected life of 2 years, a risk free
interest rate of 4.38%, a dividend yield of 0%, and an expected volatility of
40% and has been recorded as a charge to operations in the
period.
 
 The
Company shares operating offices in Chile, Peru, and Tucson, AZ with Pacific
Copper Corp., a Delaware public company, in order to decrease overall
expenditure in areas of similar operation.  Certain directors and
management of the Company also act as officers, directors, and management of
Pacific Copper Corp (refer to Note 4).
 
 4.
              Related
      Party Transactions
  Related
party transactions not otherwise disclosed elsewhere in these financial
statements are listed as follows:
  a)
              During
      the year ended April 30, 2007, a significant shareholder of the Company
      provided advances to the Company relating to exploration due diligence
      costs and a loan incurred in the amount of $125,496.  These
      advances were repaid in full in July 2007 without
  interest.
  12
 
 ZORO
MINING CORP.
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JANUARY 31, 2008
  4.      Related
Party Transactions (continued)
 
 b)
                During
      the nine months ended January 31, 2008, the Company paid
      $80,000 (2007: nil) to a director and officer of the Company for
      services rendered and incurred $60,000 (2007: nil) in fees to a second
      director and officer of the Company for services rendered. At January 31,
      2008, $7,401 is owing to a director for expenses paid on behalf of the
      Company.
 
 c)
                During
      the nine months ended January 31, 2008, a corporation with a director in
      common incurred costs of $356,083 on behalf of the Company for the purpose
      of acquiring exploration equipment and paying certain mineral property
      costs in Chile.  These amounts are outstanding at January 31,
      2008.
 
 d)
                During
      the nine months ended January 31, 2008, the Company participated in a cost
      sharing arrangement with another public company that shares two directors
      with the Company. The expenditures relate to shared exploration in similar
      operating areas of Chile and Peru. A net receivable of $19,992 is included
      in related party accounts payable at January 31,
  2008.
 
 During
the nine months ended January 31, 2007:
 
 a)
                The
      former Corporate Secretary of the Company provided management services and
      office premises to the Company. The services were valued at $250 per month
      and office premises are valued at $250 per month. During the nine months
      ended January 31, 2007, donated services of $1,500 and donated rent of
      $1,500 were recorded.
 
 b)
                The
      former President of the Company provided management services to the
      Company valued at $250 per month. During the nine months ended January 31,
      2007, donated management services of $1,500 were
  recorded.
 
 c)
                A
      director of the Company provided management services to the Company valued
      at $250 per month. During the nine months ended January 31, 2007, donated
      management services of $1,500 were
recorded.
 
 All
related party transactions are in the normal course of business and are measured
at the exchange amount, which is the amount of consideration established and
agreed to by the related parties.
 
 5.
              Capital
      Stock
 
 a)
                Share
      issuances and cancellations:
 In
connection with a private placement, the Company issued in four tranches a total
of 3,150,400 units of securities for $3,938,000, of which $2,600,000 had been
received at April 30, 2007.  Each unit was priced at $1.25 and was
comprised of one common share and one share purchase warrant to purchase a
further share of common stock at a price of $1.50 for a two-year period from the
effective date of registration of the securities underlying the
units.  A total of $172,060 and 100,800 warrants were paid to
consultants as finders’ fees in connection with the private placement, with such
warrants having the same terms and conditions as the warrants in the units of
the private placement.
 On May 7,
2007, and in connection with the Mineral Property Acquisition Agreement, an
aggregate of 132,850,000 common shares of the Company held by certain directors
of the Company were cancelled and returned to treasury for no consideration as
part of a restructuring to allow the Company to acquire certain assets. No value
was attributed to the transaction on the basis of prior
negotiations.
  13
 
 ZORO
MINING CORP.
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF JANUARY 31, 2008
  5.
              Capital
      Stock (continued)
 
 b)
                Warrants:
 On May
18, 2007 and in connection with the Mineral Property Acquisition Agreement, the
Company issued an aggregate of 4,670,000 warrants to purchase restricted common
shares of the Company at a price of $0.70 per share for a term until May 18,
2009 for finders’ fees in connection with the exploration properties acquired of
which 808,500 warrants were issued to the current President and Director of the
Company. The term of these warrants is two years. The fair value of these
warrants at the date of grant of $3,192,763 was estimated using the
Black-Scholes option pricing model with an expected life of 2 years, a risk free
interest rate of 4.38%, a dividend yield of 0%, and an expected volatility of
40%, and was recorded in accordance with the provisions of SFAS
148.
 On May
18, 2007 and in connection with management services to be rendered by the
current President and director of the Company, the Company issued an aggregate
of 800,000 warrants to purchase common shares of the Company at a price of $1.50
per share for a term until May 18, 2009.  The term of these warrants
is two years. The fair value of these warrants at the date of grant of $209,293
was estimated using the Black-Scholes option pricing model with an expected life
of 2 years, a risk free interest rate of 4.38%, a dividend yield of 0%, and an
expected volatility of 40%, and was recorded in accordance with the provisions
of SFAS 148.
 
 To date,
there have been no stock options granted.
 
 6.
              Corporate
      Services Agreement
  On May 1,
2007, the Company executed a corporate support services agreement effective
January 1, 2007 with a third party to perform office and administrative services
for approximately $14,100 (CDN$15,000) per month.
 
 7.
              Non-cash
      Investing and Financing Activities
  During
the nine months ended January 31, 2008, the Company issued 100,800 warrants with
an estimated fair value of $37,767 as a finder’s fee in a private placement and
recorded in share issuance costs.
  During
the nine months ended January 31, 2008, the Company issued 800,000 warrants with
an estimated fair value of $209,293 in conjunction with contractual arrangements
with an officer and director of the Company, with such amount recorded in
management fees (refer to Note 5 b).
 
 8.
              Subsequent
      Events
 
 On
February 7, 2008, the Company adopted a stock option plan (the “2008 Stock
Incentive Plan”) including both qualified and non-qualified share options not to
exceed 15% of the issued and outstanding share options at any
date.  No share options have been granted at the date of these
financial statements.
 
 On February 7, 2008, the Company
adopted and audit committee charter and organized its audit
committee.
 
 On
February 7, 2008, the Company adopted a compensation committee charter and
organized its compensation committed charter and on the same date adopted a code
of Ethics and Business Conduct.
  14
   ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 OVERVIEW
 
 We are
engaged in the acquisition and exploration of mineral properties located in
South America and Mexico.  We currently have interests in an aggregate
of approximately 33,115 gross acres located in Chile and Peru, and a further
6,672 gross acres located in Mexico, targeting gold, copper and platinum group
metals.
 
 We have
not established any proven or probable reserves on our mineral property
interests. To date, we have been engaged in  exploratory drilling at
our property located in Chile and further concentrated on various
exploration initiatives at our Yura Gold Prospect located in Peru. We plan to
conduct exploration programs on our properties with the objective of
ascertaining whether any of our properties contain economic concentrations of
minerals that are prospective for mining. As such, we are considered an
exploration or exploratory stage company. Since we are an exploration stage
company, there is no assurance that a commercially viable mineral deposit exists
on any of our properties, and a great deal of further exploration will be
required before a final evaluation as to the economic feasibility of our
properties is determined. We have no known reserves of gold, copper, platinum
group metals or any other type of mineral on our properties.
 
 Subsidiaries
 
 During
May 2007 through July 2007 and in accordance with applicable local laws and
regulations in Chile, Peru and Mexico, we incorporated three wholly-owned
subsidiaries in Chile, Peru and Mexico as follows: Sociedad Zoro Chile Limitada,
in Chile, South America; Zoro Mining SAC, in Peru, South America; and Aravena SA
in Mexico. We are in the process of transferring title to our property interests
in each such country to the respective subsidiary located in such country. See
“MINERAL INTERESTS – South America and Mexico.”
 
 Cancellation
of Shares
 
 On May 7,
2007, and in connection with a certain mineral property acquisition agreement,
an aggregate of 132,850,000 shares of our common stock held by certain of our
directors were cancelled and returned to treasury at no value on the basis of
pre-existing negotiations. Thus, as of the date of this Quarterly Report, our
total issued and outstanding shares of common stock is 86,750,400. See “Part II.
OTHER INFORMATION – Item 2. Unregistered Sales of Securities and Use of
Proceeds.
  
 MINERAL
INTERSTS
  South
America and Mexico
  In
accordance with the terms and conditions of a certain Mineral Property
Acquisition Agreement dated April 12, 2007 and effective on May 7, 2007 (the
"Option Agreement"), as entered into among us and each of Eduardo Esteffan M.,
Fresia Sepulveda H., Eduardo Esteffan S., Gretchen Esteffan S., Claudio Esteffan
S. and Integrity Capital Group, LLC (collectively, the "Vendors") , the Vendors
granted to us the sole and exclusive option (the "Option") to acquire
a
    15
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  MINERAL
INTERSTS (continued)
  100%
undivided legal, beneficial and registerable interest in and to six separate
unencumbered mineral property interests totaling approximately 39,787 gross
acres located in Chile, Peru and Mexico and targeting potential gold, copper and
platinum group prospects (collectively, the "Property").  The Property
is more particularly described as follows:
   
  Location
              Project
              Exploration
      Target
              Concession
      AcresSonora,
      Mexico
              The
      Las Animas Project
              Gold,
      Copper
              6,672Chile,
      South America
              The
      Costa Rica Project
              Gold,
      Copper
              5,189Chile,
      South America
              The
      Escondida Project
              Gold,
      Platinum
              4,942Chile,
      South America
              The
      Rio Sur Project
              Gold,
      Copper
              3,212Chile,
      South America
              Don
      Beno Project
              Gold,
      Copper
              14,830Peru,
      South America
              The
      Yura Project
              Gold
              4,942Total
      acreage:
              39,787
  
   In order
to complete the acquisition of the Property, three wholly-owned subsidiaries in
each of Peru, Chile and Mexico were incorporated by us to beneficially hold
property titles in each country in order to comply with all applicable laws
relating thereto. As of the date of this Quarterly Report, we are in the process
of establishing and transferring to our wholly-owned subsidiaries in each of
Chile, Peru and Mexico our respective newly acquired interests in the Property.
In order to complete the acquisition of the Property, we further caused one of
our existing founding shareholders to sell an aggregate of 35,500,000 restricted
shares of Common Stock held of record by such shareholder to the Vendors at an
aggregate purchase price of U.S. $0.0001 per common share.
   As of the
date of this Quarterly Report, we have paid and will continue to pay to, or on
the Vendors' behalf, all underlying option, regulatory and governmental payments
and assessment work required to keep the mineral property interests comprising
the Property and any underlying option agreements respecting any of the mineral
property interests comprising the Property in good standing.
   Current
Status of Property Exploration and Development
  Yura Gold Project,
Peru.  As of the date of this Quarterly Report, we have been
concentrating our exploration initiatives on our 4,942 acre gold Yura Project
located near Arequipa, Peru. A large fracture has been identified on the Yura
Project and exploratory drilling is being designed to test gold dissemination in
and outside of the fracture. We have also been conducting geological mapping,
sampling, induced polarization testing, and road building as necessary. Bulk ore
samples continue to be tested for gold content using mechanical recovery
methods.  The
Company has purchased certain earth moving and road building equipment in Peru
for primary usage on
its Yura Gold Project.
  16
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  MINERAL
INTERSTS (continued)
  Don Beno Project,
Chile.  We have been concentrating our exploration initiatives
on our 14,830 acre copper and gold Don Beno Project. A large anomaly (induced
polarization) has been identified as a sulphide body that is being explored by
drilling. Other work undertaken includes initial mapping, grid sampling and
aerial photography.
   Escondida Project,
Chile.  We have also been concentrating our exploration
initiatives on our 4,942 acre gold and platinum Escondida Project near Copiapo,
Chile. Initiatives in progress include lab gravity concentration tests for
recovery of gold, silver and platinum group metals, and leaching tests for
recovery from gold and silver concentrates. Mapping and exploratory drilling are
other concurrent exploratory initiatives.
  Rio Sur Project and Costa Rica
Projects, Chile.  As of the date of this Quarterly Report, we
continue to organize geological and exploratory plans for our Rio Sur Project
and Costa Rica Projects targeting copper and gold sediment hosted
mineralizations located in proximity to each other near Copiapo,
Chile.
  Las Animas Project,
Mexico.  The Las Animas Project in Sonora, Mexico features
epitherman vein hosted gold. We will be completing further due diligence in
order to determine our best course of planned exploration and development work
moving forward.
   RESULTS
OF OPERATIONS
 
 For
Nine-Month Period Ended January 31, 2008 Compared to Nine-Month Period Ended
January 31, 2007.
 
  The
summarized consolidated financial data set forth in the tables below and
discussed in this section should be read in conjunction with our consolidated
financial statements and related notes for the nine-month period ended January
31, 2008 and 2007, which financial statements are included elsewhere in this
Quarterly Report.
  For
      Nine-Month
                Ended
      January 31, 2008
                (unaudited)
              
              
              For
      Nine-Month Period Ended January 31, 2007
                (unaudited)ExpensesConsulting
              
              $
              257,375
              
              
              $
              -0-Depreciation
              
              
              50,787
              
              
              
              -0-Donated
      services
              
              
              -0-
              
              
              
              9,000Filing
      and transfer agent fees
              
              
              13,829
              
              
              
              -0-Management
      and administration
              
              
              251,430
              
              
              
              -0-Mineral
      property costs
              
              
              5,216,831
              
              
              
              12,076Office
      and general
              
              
              302,714
              
              
              
              1,477Professional
      fees and organizational costs
              
              
              145,667
              
              
              
              34,483Loss
              
              $
              (6,238,633
              )
              
              $
              (57,036
              )Interest
      Income
              
              
              61,857
              
              
              
              -0-Net
      loss
              
              $
              (6,176,776
              )
              
              $
              (57,036
              )
 
  17
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  RESULTS
OF OPERATIONS (continued)
 
 Our net
loss during the nine-month period ended January 31, 2008 was approximately
($6,176,776) compared to ($57,036) for the nine-month period ended January 31,
2007 (an increase of $6,119,740).
 
 During
the nine-month periods ended January 31, 2008 and 2007, respectively, we did not
generate any revenue. During the nine-month period ended January 31, 2008, we
incurred expenses in the aggregate amount of $6,238,633 compared to $57,036
incurred during the nine-month period ended January 31, 2007 (an increase of
$6,181,597). The operating expenses incurred during the nine-month period ended
January 31, 2008 consisted of: (i) mineral property costs of $5,216,831 (2007:
$12,076); (ii) management and administration of $251,430 (2007: $-0-); (iii)
consulting expenses of $257,375 (2007: $-0-); (iv) professional fees and
organizational costs of $145,667 (2007: $34,483); (v) office and general of
$302,714 (2007: $1,477); (iv) depreciation of $50,787 (2007: $-0-); (v) donated
services of $-0- (2007: $9,000); and filing and transfer agent fees of $13,829
(2007: $0). During the nine-month period ended January 31, 2008, expenses were
offset by other income consisting of interest income in the amount of $61,857
(2007: $-0-), resulting in a net loss of $6,176,776 compared to a net loss of
$57,036 for the same period in 2007.
 
 Of the
$5,216,831 incurred as mineral property costs, we incurred costs of $356,083 to
a corporation which has a common director for the purpose of acquiring
exploration equipment and paying certain mineral property costs in Peru and
Chile. As of January 31, 2008, this amount remains outstanding and unpaid.
During the nine-month period ended January 31, 2008, the Company received
advances from the Company’s operator in Chile for exploration incurred
($326,812) and capital assets ($29,271) aggregating $356,083.
 
 During
the nine-month period ended January 31, 2008, we paid an aggregate $80,000 to
one of our directors/officers for consulting and management services rendered
and incurred an additional $60,000 in fees to another one of our
directors/officers for consulting and management services rendered. A further
$7,401 is due and owing to a director for expenses paid on our
behalf.
 
 At
January 31, 2008, we had an aggregate $19,992 due to the Company for exploration
expenditures incurred on behalf of a public company with which the Company has
two directors in common. The expenditures relate to shared exploration in
similar operating areas of Chile and Peru.  Such expenditures are
reimbursable to us, and have been included in our “Due To Related Parties”
disclosure in our quarterly financial statements.
  During
the nine-month period ended January 31, 2008, the Company’s operator in Peru
incurred costs for exploration and equipment obtained in the aggregate amount of
$312,852.
  The
increase in net loss during the nine-month period ended January 31, 2008
compared to the nine-month period ended January 31, 2007 is attributable to the
increase in mineral property exploration and development related costs, and
management and administrative fees and consulting expenses relating to the
increase in the scale and scope of acquisition and exploratory programs and an
increase in overall office and general expenses. Our net loss during the
nine-month period ended January 31, 2008 was $6,176,776 or $0.07 per share
compared to a net loss of $57,036 or $0.00 per share for the nine-month period
ended January 31, 2007. The weighted average number of shares outstanding was
90,461,334 at January 31, 2008 compared to 204,300,000 at January 31,
2007.
  18
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  RESULTS
OF OPERATIONS (continued)
  For
Three-Month Period Ended January 31, 2008 Compared to Three-Month Period Ended
January 31, 2007.
 
 Our net
loss during the three-month period ended January 31, 2008 was approximately
($1,081,010) compared to $4,281 for the three-month period ended January 31,
2007 an increase of $1,076,729.
 
 During
the three-month periods ended January 31, 2008 and 2007, respectively, we did
not generate any revenue. During the three-month period ended January 31, 2008,
we incurred expenses in the aggregate amount of $1,092,051 compared to $4,281
incurred during the three-month period ended January 31, 2007 (an increase of
$1,087,770). The operating expenses incurred during the three-month period ended
January 31, 2008 consisted of: (i) mineral property costs of $799,960 (2007:
$-0-); (ii) consulting expenses of $115,128 (2007: $-0-); (iii) professional
fees of $40,595 (2007: $1,236); (iv) office and general of $108,492 (2007: $45);
(v) depreciation of $23,546 (2007: $-0-); (vi) filing and transfer agent fees of
$4,330 (2007: $-0-); and (vii) donated services of $-0- (2007: $3,000). During
the three-months ended January 31, 2008, expenses were offset by other income
consisting of interest income in the amount of $11,041 (2007: $-0-), resulting
in a net loss of $1,081,010 compared to a net loss of $4,281 for the same period
in 2007.
 
 The
increase in net loss during the three-month period ended January 31, 2008
compared to the three-month period ended January 31, 2007 is attributable to the
increase in mineral property exploration and development costs and management
and administrative fees and consulting expenses relating to the increase in the
scale and scope of acquisition and exploratory programs and an increase in
overall office and general expenses. Our net loss during the three-month period
ended January 31, 2008 was $1,081,010 or $0.01 per share compared to a net loss
of $4,281 or $0.00 per share for the three-month period ended January 31, 2007.
The weighted average number of shares outstanding was 86,750,400 at January 31,
2008 compared to 180,000,000 at January 31, 2007.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 Our
financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
 
 As at
fiscal year ended April 30, 2007, our current assets were $2,707,584 and our
current liabilities were $239,262, resulting in a working capital surplus of
$2,468,322. As at the nine-month period ended January 31, 2008, our total assets
were $1,547,318 compared to total assets of $2,707,584 at fiscal year ended
April 30, 2007. Our total assets at January 31, 2008 consisted of: (i)
$973,192 in cash and cash equivalents; (ii) $4,761 in prepaid expenses; (iii)
$26,476 in accounts receivable; (iv) $130,625 in loan receivable; and (v)
$412,264 in valuation of equipment, net of accumulated depreciation of $50,787.
As at the nine-month period ended January 31, 2008, our total current
liabilities were $687,776 compared to total liabilities of $239,262 at fiscal
year ended April 30, 2007. Our current liabilities consisted of: (i) $343,948
due to related parties; and (ii) $343,828 in accounts payable and accrued
liabilities.
 
 19
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  LIQUIDITY
AND CAPITAL RESOURCES (continued)
 
 Stockholders’
equity decreased from $2,468,322 as at April 30, 2007 to $859,542 as at January
31, 2008.
 
 We have
not generated positive cash flows from operating activities. For the nine-month
period ended January 31, 2008, net cash flow used in operating activities was
$2,571,127 compared to net cash flow used in operating activities of $67,021 for
the nine-month period ended January 31, 2007. Net cash flow used in operating
activities during the nine-month period ended January 31, 2008 consisted
primarily of a net loss of $6,176,776 adjusted by $209,293 in stock based
management fees, $3,192,763 in warrants issued for mineral properties, $50,787
in depreciation, $171,967 in prepaid expenses, a $26,476 decrease in accounts
receivable, and $7,315 in accounts payable and accrued liabilities.
 
 For the
nine-month period ended January 31, 2008, net cash flows used in investing
activities was $27,478 compared to net cash flows used in investing activities
of $-0- for the nine-month period ended January 31, 2007. Net cash flow used in
investing activities for the nine-month period ended January 31, 2008 consisted
of $21,853 in expenditures for equipment and $5,625 in loan
receivable.
 
 For the
nine-month period ended January 31, 2008, net cash flow from financing
activities was $1,165,940 compared to net cash flow from financing activities of
$101,250 for the nine-month period ended January 31, 2007. Net cash flow from
financing activities during the nine-month period ended January 31, 2008
pertained primarily to $1,165,940 received as proceeds from issuance of common
stock and share subscriptions received.
 
 PLAN
OF OPERATION
  Effective
July 18, 2007, we filed the Registration Statement under the 1933 Securities Act
to register 2,000,000 shares of common stock (increased to 72,000,000 shares in
accordance with the Forward Stock Split. We sold an aggregate of 36,450,000
shares of common stock at a price of $0.00278 per share for proceeds of
$101,250.
   During
fiscal year ended April 30, 2007 and through the date of this Quarterly Report,
we completed a private placement pursuant to which we issued an aggregate of
3,150,400 Units at a subscription price of U.S. $1.25 per Unit for total gross
proceeds of $3,938,000 with each Unit being comprised of one common share and
one non-transferable share purchase Warrant. Each resulting Warrant entitles the
subscriber to purchase an additional share of our common stock ("Warrant Share")
at a price of $1.50 per share for a two year period commencing upon the date of
issuance of the Units, May 18, 2007, and ending on the date that is two years
from the effective date of registration with the Securities and Exchange
Commission of the common shares underlying the warrants.
   20
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  PLAN
OF OPERATION (continued)
  On
October 17, 2007, we filed a registration statement on Form SB-2 under the 1933
Securities Act to register an aggregate 6,401,600 shares of common stock, of
which 3,150,000 are shares of common stock currently held by existing
shareholders (the “Selling Shareholders”) and 3,251,200 are shares of common
stock underlying certain warrants held by the Selling Shareholders. In the event
all of the warrants are exercised, we will receive proceeds in an amount of
$4,876,800.
  Existing
working capital, further advances and possible debt instruments, warrant
exercises, further private placements, monetization of existing assets, and
anticipated cash flow are expected to be adequate to fund our operations over
the next twelve months. We have no lines of credit or other bank financing
arrangements. Generally, we have financed operations to date through the
proceeds of the private placement of equity and debt securities. We will need to
raise additional capital to meet both short-term and long-term operating
requirements.
  Additional
issuances of equity or debt securities will result in dilution to our current
shareholders. Further, such securities might have rights, preferences or
privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all. If adequate funds are not available or are not
available on acceptable terms, we may not be able to take advantage of
prospective new business endeavors or opportunities, which could significantly
and materially restrict our business operations.
  The
report of the independent registered public accounting firm that accompanies our
April 30, 2007 and April 30, 2006 financial statements contains an explanatory
paragraph expressing substantial doubt about our ability to continue as a going
concern. The financial statements have been prepared "assuming that we will
continue as a going concern," which contemplates that we will realize the
carrying value assets and satisfy our liabilities and commitments in the
ordinary course of business.
   MATERIAL
COMMITMENTS
  As of the
date of this Quarterly Report and other than as disclosed below, we do not have
any material commitments for fiscal year 2007 - 2008.
   Acquisition
Expenditures – Option Agreement
  In
accordance with the terms and conditions of the Option Agreement, the Vendors
granted to us the sole and exclusive option (the "Option") to acquire a 100%
undivided legal, beneficial and registerable interest in and to six separate
unencumbered mineral property interests totaling approximately 39,787 gross
acres located in Chile, Peru and Mexico targeting potential gold, and copper
prospects (collectively, the "Property"). We have made and will continue to make
maintenance payments to or on the Vendors' behalf, all underlying option,
regulatory and governmental payments and assessment work required to keep the
mineral property interests comprising the Property in good
standing.
    21
  ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 
(continued)
  MATERIAL
COMMITMENTS (continued)
 Corporate
Services Agreement
  On
approximately May 1, 2007, we entered into an eighteen month corporate support
agreement commencing retroactively from January 1, 2007 and expiring June 30,
2008 (the “Corporate Support Agreement”) with Sweetwater Capital Corp., a
private company organized under the laws of
the Province of British Columbia (“SCC”). In accordance with the terms and
provisions of the Corporate Support Agreement: (i) SCC shall provide us with
corporate services including, but not limited to, furnished offices,
communication services, support services, personnel, and other incidental
services in order for us to be able to perform our corporate business operations
and activities in Vancouver, British Columbia; (ii) SCC shall further provide at
our request financial services, bookkeeping and accounting services, formulation
of budget plans, establishment of financial relationships, and preparation and
maintenance of proper accounting records; (iii)  we shall pay SCC the
aggregate monthly sum of $15,000 CDN.
  
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 As of the
date of this Quarterly Report, we do not have any off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.  The term “off-balance sheet arrangement”
generally means any transaction, agreement or other contractual arrangement to
which an entity unconsolidated with us is a party, under which we have (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets.
  
 AUDIT
COMMITTEE REPORT
 
 Our Board
of Directors established an audit committee and approved and adopted the audit
committee charter. The members of the audit committee are Mr. Paul Brock, Mr.
Terrance Schorn, Mr. Federico Diaz and Mr. Jas Butalia. Three of the four
members of the audit committee are “independent” within the meaning of Rule
10A-3 under the Exchange Act. The audit committee was organized on February 7,
2008 and operates under a written charter adopted by our Board of
Directors.
 
 The audit
committee has reviewed and discussed with management our unaudited financial
statements as of and for the nine-month period ended January 31, 2008. The audit
committee has also discussed with Dale Matheson Carr-Hilton LaBonte the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants. The audit committee
has received and reviewed the written disclosures and the letter from Dale
Matheson Carr-Hilton LaBonte required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, as amended, and has
discussed with Dale Matheson Carr-Hilton LaBonte their
independence.
 
 Based on
the reviews and discussions referred to above, the audit committee has
recommended to the Board of Directors that the unaudited financial statements
referred to above be included in our Quarterly Report on Form 10-QSB for the
nine-month period ended January 31, 2008 filed with the Securities and Exchange
Commission.
  22
  
 ITEM
3.  INTERNAL CONTROLS AND PROCEDURES
 
 An
evaluation was conducted under the supervision and with the participation of our
management, including Andrew Brodkey, our President and Chief Operating Officer,
and Jas Butalia, our Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures as of January 31, 2008.
Based on that evaluation, Messrs. Brodkey and Butalia concluded that our
disclosure controls and procedures were effective as of such date to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms. Such officers also confirm that
there was no change in our internal control over financial reporting during the
nine-month period ended January 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
 
 
 Part II
 
 ITEM 1.  LEGAL PROCEEDINGS.
 
 Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party involving us or our properties. As of the date of this
Quarterly Report, no director, officer or affiliate is (i) a party adverse to us
in any legal proceeding, or (ii) has an adverse interest to us in any legal
proceedings. Management is not aware of any other legal proceedings pending or
other actions that have been threatened against us or our
properties:
  ITEM
2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
 
 During
the nine-month period ended January 31, 2008, we issued 1,382,737 shares of our
common stock pursuant to contractual debts or financings and shares of our
common stock were cancelled and returned to treasury as follows.
 
 ·
              From
      April 27, 2007 through July 11, 2007, we issued an aggregate of 3,150,400
      shares of restricted common stock through a private placement of Units, at
      $1.25 per Unit, for total proceeds of $3,938,000. Each unit consists of
      one common share in our capital stock and one non-transferable common
      stock purchase warrant at an exercise price of $1.50 per Warrant Share.
      The investors executed a subscription agreement and acknowledged that the
      securities to be issued have not been registered under the Securities Act
      of 1933, as amended, that the investor understood the economic risk of an
      investment in the securities, and that the investor had the opportunity to
      ask questions of and receive answers from our management concerning any
      and all matters related to acquisition of the securities. No underwriter
      was involved in the transaction and no commission was
  paid.
 
 ·
              On
      May 7, 2007, and in connection with the terms and provisions of the Option
      Agreement, an aggregate of 132,850,000 shares of our common stock held by
      certain of our
      directors were cancelled and returned to treasury at no value on the basis
      of pre-existing
negotiations.
  23
   
 ITEM
2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
(continued)
  ·
              On
      May 18, 2007, and in connection with the terms and provisions of the
      Option Agreement, we granted an aggregate of 4,670,000 warrants to
      purchase restricted shares of our common stock at an exercise price of
      $0.70 per share for a term until May 18, 2009 as compensation for finders’
      fee in connection with the exploration properties acquired. Of the
      4,670,000 warrants granted, an aggregate of 808,500 warrants were issued
      to Harold Gardner, our President/Chief Executive Officer and one of our
      directors.
 
 ·
              On
      May 18, 2007, and in connection with management services to be rendered by
      our President/Chief Executive Officer, we granted an aggregate of 800,000
      warrants to purchase restricted shares of our common stock at an exercise
      price of $1.50 per share for a term until May 18,
  2009.
   ITEM
3.  DEFAULTS UPON SENIOR SECURITIES.
 
 Not
applicable.
 
  ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 Not
applicable.
  ITEM
5.  OTHER INFORMATION.
  
 RESIGNATION
OF EXECUTIVE OFFICER/APPOINTMENT OF DIRECTORS AND EXECUTIVE OFFICER
 
 Effective
on February 18, 2008, our Board of Directors appointed Mr. Andrew Brodkey
as President, Chief Executive Officer, and director.
 
 Further
as effective on February 18, 2008, our Board of Directors accepted the consents
of Messrs. Federico Diaz, and Rene Ramirez to act as directors. We will
benefit greatly from the extensive business development knowledge from both
of their board appointments.
 
 Also
effective on February 18, 2008, our Board of Directors accepted the resignation
of Harold Gardner as President and Chief Executive Officer. Mr. Gardner will
remain as one of our directors. On the same date, our Board of Directors
appointed Mr. Gardner as Chief Operating Officer and Vice-President of Business
Development to better reflect Mr. Gardner's ongoing role in the development
of the exploration initiatives of our subsidiary interests in Chile, Peru, and
Mexico.  Mr. Gardner is also an officer and director of Pacific
Copper Corp.
 
 As a
result of these changes, our Board of Directors is now comprised of Harold
Gardner, Paul D. Brock, David Hackman, Jas Butalia, Terence Schorn, Federico
Diaz, Rene Ramirez and Andrew Brodkey.
  24
 ITEM
5.  OTHER INFORMATION (continued)
 
 RESIGNATION
OF EXECUTIVE OFFICER/APPOINTMENT OF DIRECTORS AND EXECUTIVE OFFICER
(continued)
 
 Rene
Ramirez, Director
 
 Mr.
Ramirez holds a Masters of Business Administration degree from CETYS University,
Mexicali, and a Bachelor of Science degree in Electrical Mechanical Engineering
from ITESM Tecnologico in Monterrey, Mexico.  From 1992 until recently, he
was the Plant Manager with Grupo Industrial DIBOGA, a company in Mexico
manufacturing roofing products and asphalt emulsions, and has previously served
as plant either plant, production, or engineering manager to a number of
automotive parts manufactures in Mexico, including Allied Signal Automotive,
Kenworth Mexicana, S.A., and Ruedas y Estampados, S.A.  Mr. Ramirez has
significant training and experience in plant management, process engineering,
and production that is applicable to Zoro’s future intended mining and milling
operations.
 
 Federico
Dias, Director
 
 Mr. Dias
is the owner and President of Industrias Zahori S.A. de C.V., a private-held
manufacturer of products for the roofing and waterproofing industries. 
With 400 employees, a manufacturing plant in Mexicali, seven warehouses in the
U.S. and Mexico, and a full trucking fleet, Industrias Zahori serves markets in
the U.S. and Mexico.  Mr. Dias holds both a Masters in Business
Administration from Kansas State University and a Bachelor of Business
Administration degree from CETUS Universidad in Mexicali, Mexico.  He is
also an officer in several charitable organizations, has involvement in a range
of education, community, and city development organizations from his home in
Mexicali, Mexico, and serves as director on several boards, including BANAMEX,
and Banco Serfin, two of the leading banks in Mexico.
 
 Andrew
Brodkey, President/Chief Executive Officer and Director
 
 Mr.
Brodkey is a Mining Engineer and a lawyer, graduating with distinction with a
B.S. in Mining Engineering from the University of Arizona in 1979, and a law
degree cum laude from Creighton University in 1982. He worked at the Denver,
Colorado law firm of Gorsuch, Kirgis, Campbell, Walker and Grover as an
associate specializing in natural resources and environmental law from 1982
until 1987. Subsequently, Mr. Brodkey joined Magma Copper Company, a NYSE-traded
mining company in 1987, where he held various positions, eventually succeeding
to the role of Vice President and General Counsel in 1992. Following Magma's
acquisition by BHP in 1996, he remained in a senior legal position with BHP
Copper Inc., and in 2000 moved to the position of Vice President, Business
Development for BHP Copper.  Since 2002 after departing from BHP, Mr.
Brodkey has held the title of Managing Director of the International Mining
& Metals Group of CB Richard Ellis, Inc., where he has been principally
accountable for creating and building the mining dispositional practice of CBRE,
the world's largest commercial transactor. Mr. Brodkey is also a director and
officer of Pacific Copper Corp., a public company exploring copper properties in
Chile and Peru. Operating synergies exist between Pacific Copper and Zoro Mining
Corp.
 
 As at the date of this filing, the
following persons comprise the current Board of Directors and Executive Officers
of the Company:
 
 Name
              Current
      Position with the CompanyAndrew
      Brodkey
              President,
      Chief Executive Officer, Principal Executive Officer, and a
      directorHarold
      Gardner
              Chief
      Operating Officer, Vice-President of Business Development, and a
      directorDave
      Hackman
              Vice-President
      of Exploration, Secretary and a directorJas
      Butalia
              Chief
      Financial Officer and a directorFederico
      Dias
              A
      directorRene
      Ramirez
              A
      directorPaul
      D. Brock
              A
      directorTerence
      Schorn
              A
      director
 
 
 25
  ITEM
5.  OTHER INFORMATION (continued)
 
 RESIGNATION
OF EXECUTIVE OFFICER/APPOINTMENT OF DIRECTORS AND EXECUTIVE OFFICER
(continued)
  Background
information for reference for previous corporate appointments is as
follows:
 
 Harold
Gardner, Chief Operating Officer, Vice-President of Business Development, and
Director
 
 Mr.
Gardner has been our President/Chief Executive Officer and a director since May
1, 2007 to February 18, 2008 and is currently our Chief Operating Officer and
Vice-President of Business Development and a director. Mr. Gardner has over
twenty-five years of experience in the mining and mineral exploration industry
in both the United States and South America. From 2003 to present, Mr. Gardner
has served as an officer and director of Gareste Limitada, a Chilean mineral
exploration and development company. From 2004 to present he has served as an
officer and director of each of PGM Internacional and Aravena S.A., both of
which are Mexican mineral exploration and development companies. From 1999 to
present, Mr. Gardner has served as an officer, director and consultant to
Boulder Resources S.A., a Peruvian mineral exploration and plant construction
company. In addition, Mr. Gardner currently serves as an investment and mining
consultant to several privately held U.S. companies: Taggart Industries (a
Nevada-based investment fund), ZZYZZX Ltd. (a California-based investment trust)
and Chile Gold Ltd. (a private consortium of investors based in Colorado). Mr.
Gardner is neither a director nor an officer of any other reporting
company.
 
 David
Hackman, Vice-President of Exploration, Secretary and Director
 
 Mr.
Hackman has been our Vice-President of Exploration and a director since May 1,
2007, and Secretary since May 21, 2007. From January 1996 to June 2000, Mr.
Hackman was the Vice President of Exploration, President and a director of
Silver Eagle Resources Ltd., an exploration stage mining company. Prior to that,
Mr. Hackman worked in the mineral exploration and mine development industry
since 1971. Mr. Hackman holds a Bachelor of Science degree in geophysical
engineering from Colorado School of Mines (1964), a Master of Science degree in
geological engineering from the University of Arizona (1971), and a Doctor of
Philosophy degree in geological engineering from the University of Arizona
(1982).  Mr. Hackman is also a member of the board of directors of the
following companies: Snowdon Resources Corp. (a Nevada corporation that is not
yet a reporting company), Pacific Copper Corp. (a Delaware corporation that is a
reporting company) and War Eagle Mining Company, Inc. (a British Columbia
corporation that is listed on the TSX Venture Exchange and is a reporting
Company in Canada). Mr. Hackman is neither a director nor an officer of any
other reporting company.
  Jas
Butalia, Chief Financial Officer and Director
 
 Mr.
Butalia has over twenty-five years experience involving Canadian and
international tax consultation and planning including, but not limited to,
corporate and personal taxation, mergers and acquisitions, U.S. taxation,
structuring of inbound and outbound transactions, and structuring of tax
planning for individuals pertaining to offshore structures. Mr. Butalia was a
tax consultation practitioner from 1976 to 2003 with BDO Dunwoody LLP, including
partner from 1979. During January 2004, Mr. Butalia retired from BDO Dunwoody
LLP, and currently practices as an independent tax consultant. Mr. Butalia
served four years on the tax committee of BDO Dunwoody LLP, including chairman,
and also served four years on the tax committee of the Institute of Chartered
Accountants of British Columbia. He has authored a paper for the British
Columbia Tax Conference hosted by the Canadian Tax Foundation and has written
income tax courses and presented seminars for the Professional Development
program of the Instituted Chartered Accountants of British Columbia and the
Institute of Chartered Accountants of Alberta, and been a tutorial leader for
over five years at the School of Chartered Accountancy of the Institute of
Chartered Accountants of British Columbia. Mr. Butalia received a degree from
the Institute of Chartered Accountants of British Columbia in 1974 and from the
Institute of Chartered Accountants of Alberta in 1989. Mr. Butalia also serves
on the board of directors of Beaumont Select Corporation, currently trading on
the TSX stock exchange in Canada. Currently,
Mr. Butalia has expanded his practice to assist Canadian clients who wish to
out-source their business needs to India.
 
 26
  ITEM
5.  OTHER INFORMATION (continued)
 
 RESIGNATION
OF EXECUTIVE OFFICER/APPOINTMENT OF DIRECTORS AND EXECUTIVE OFFICER
(continued)
  Terence
Schorn, Director
 
 Mr.
Schorn has been one of our directors since March 16, 2007. Mr. Schorn is a
graduate of the Haileybury School of Mines, holds a diploma in Gemology and has
over forty-five years experience in the mineral industry. Mr. Schorn is also a
Professional Geoscientist, registered with The Association of Professional
Engineers and Geoscientists of British Columbia, as well as an Accredited
Gemologist. Since January of 2001 Mr. Schorn has been the President and a
director of War Eagle Mining Company Inc., an exploration stage mining company
conducting exploration activity in Mexico whose shares are presently listed for
trading on the TSX Venture Exchange (the "TSXV") in Canada.  Since
February of 2006 Mr. Schorn has also been a director of Twenty-Seven Capital
Corp, another TSXV listed company.  Mr. Schorn is also a director of
Snowdon Resources Corp., a reporting company listed for trading on the
OTCBB.
 
 Paul
D. Brock, Director
 
 Mr. Brock
has been our prior President/Chief Executive Officer, Treasurer, Principal
Accounting Officer, and Principal Financial Officer from April, 2004 to May
2007. He continues to serve as a director since his appointment in April, 2004.
Mr. Brock is the Chairman of VendTek Systems Inc. (TSXV:VSI), which develops
software for the electronic distribution of financial services. Mr. Brock served
as President of VendTek Systems Inc. from December 1988 to June 2006. Mr. Brock
was a co-founder in 2003 and President of Fortune Partners Inc. which listed on
the OTCBB and later acquired Power Air Corp. where he continues as a Director.
Mr. Brock is also a director of several other companies both private and public.
Mr. Brock has been involved in business development in the UK, the Middle East,
Asia, Latin America, as well as the US and Canada. Mr. Brock is a graduate of
the British Columbia Institute of Technology’s Robotics and Automation
Technology Program, a graduate of Simon Fraser University’s Executive Management
Development Program and a member of the professional association of the Applied
Science Technologists of British Columbia since 1998.
 
 
 ADOPTION
OF STOCK OPTION PLAN
 
 On
February 7, 2008, our Board of Directors authorized and approved the adoption of
a stock option plan (the “2008 Plan”), under which the maximum number of shares
which may be issued pursuant to all awards under the 2008 Plan is 15% of our
issued and outstanding shares of common stock (the “Minimum Number”). The
maximum aggregate number of shares that may be granted in the form of incentive
stock options shall be 10,000,000.
 
 The
purpose of the 2008 Plan is to enhance our long-term stockholder value by
offering opportunities to our directors, officers, employees and eligible
consultants to acquire and maintain stock ownership in order to give these
persons the opportunity to participate in our growth and success, and to
encourage them to remain in our service.
 
 The 2008
Plan is to be administered by a committee appointed by and consisting of two or
more members of the Board of Directors (the “Administrator”). The Administrator
is authorized to award any type of arrangement to an eligible participant that
is not inconsistent with the provisions of the 2008 Plan and that by its terms
involves or might involve the issuance of: (i) shares, including unrestricted
shares; (ii) options; (iii) SARs or similar rights with a fixed or variable
price related to the fair market value of the shares and with an exercise or
conversion privilege related to the passage of time, the occurrence of one or
more events, or the satisfaction of performance criteria or other conditions;
(iv) any other security with the value derived from the value of the shares,
such as restricted stock and restricted stock units; (v) deferred stock units;
(vi) dividend equivalent rights; or (vii) any combination of the
foregoing.
 
 27
  ITEM
5.  OTHER INFORMATION (continued)
 
 ADOPTION
OF STOCK OPTION PLAN (continued)
  Incentive
Stock Options
 
 The 2008
Plan further provides that, subject to the provisions of the Stock Option Plan
and prior shareholder approval, the Board of Directors may grant to any key
individuals who are our employees eligible to receive options one or more
incentive stock options to purchase the number of shares of common stock
allotted by the Board of Directors (the "Incentive Stock Options"). The option
price per share of common stock deliverable upon the exercise of an Incentive
Stock Option shall be at least 100% of the fair market value of the common
shares of the Company, and in the case of an Incentive Stock Option granted to
an optionee who owns more than 10% of the total combined voting power of all
classes of our stock, shall not be less than 100% of the fair market value of
our common shares. The option term of each Incentive Stock Option shall be
determined by the Board of Directors, which shall not commence sooner than from
the date of grant and shall terminate no later than ten (10) years from the date
of grant of the Incentive Stock Option, subject to possible early termination as
described above.
  
 COMPENSATION
COMMITTEE CHARTER
  On
February 7, 2008, our Board of Directors adopted a compensation charter
applicable to our executive officers (the “Compensation Charter”). The
Compensation Charter in intended to assist the Board of Directors in fulfilling
its oversight responsibilities relating to officer and director compensation,
succession planning for senior management, development and retention of senior
management, and such other duties as directed by the Board of
Directors.
 
 The
members of the Compensation committee are Mr. Paul Brock, Mr. Terrance Schorn
and Mr. Federico Diaz.
  
 CODE
OF ETHICS AND BUSINESS CONDUCT
  On
February 7, 2008, our Board of Directors adopted a code of ethics applicable to
all our employees and directors (the "Code"). The Code is
intended to describe our core values and beliefs and to provide the foundation
for all business conduct. The Code is further intended to focus our Board of
Directors and each director, officer and employee on areas of ethical risk,
provide guidance to our directors, officers and employees to help them recognize
and deal with ethical issues, provide mechanisms to report unethical conduct,
and help foster a culture of honesty and accountability. Our guidelines for
conducting business are consistent with the highest standards of business
ethics. Each director, officer and employee must comply with the letter and
spirit of this Code.
  Upon
request, we shall provide to any person without charge a copy of the Code. Any
such requests should be directed to Mr. Andrew Brodkey, President/Chief
Executive Officer, 3430 East Sunrise Drive, Suite 160, Tucson, Arizona
85718.
 
 28
 ITEM
6.  EXHIBITS
 
 10.1
              Stock
      Option Plan of Zoro Mining Corp. dated February 7,
  2008.
 
 10.2
              Compensation
      Committee Charter dated February 7,
2008.
 
 10.3
              Audit
      Committee Charter dated February 7,
2008.
 
 10.4
              Code
      of Ethics and Business Conduct for Directors, Officer and
      Employees.
 
 31.1
              Certification
      of Chief Executive Officer pursuant to Securities Exchange Act of
      1934 Rule 13a-14(a) or 15d-14(a).
 
 31.2
              Certification
      of Chief Financial Officer pursuant to Securities Exchange Act of 1934
      Rule 13a-14(a) or 15d-14(a).
 
 32.1
              Certifications
      pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b)
      and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.
 
 
 SIGNATURES
 
 
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  
  Zoro
      Mining Corp.Date:
      March 17, 2008
              By:
      /s/ Andrew BrodkeyAndrew
      Brodkey, President and Chief Executive OfficerDate:
      March 17, 2008
              By:
      /s/ Jas ButaliaJas
      Butalia
                Chief
      Financial Officer
  
  29