---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

Commission File Number:000-52550



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



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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

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

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. 28,401,536
shares of common stock as of September 15, 2010.

---

ZORO MINING CORP.

Quarterly Report On Form 10-Q For The Quarterly Period
Ended July 31, 2010

INDEX

|PART I 
      FINANCIAL INFORMATION | 3                                                                                          
|------------------------------------ | -------------------------------------------------------------------------------------------
|Item 1.                              | Financial Statements                                                                       
|Item 2.                              | Managements
      Discussion and Analysis of Financial Condition and Results of Operations
|Item
      3.                        | Quantitative and Qualitative
      Disclosures About Market Risk                           
|Item 4.                              | Controls and
      Procedures                                                              
|PART II  OTHER INFORMATION          | 24                                                                                         
|Item 1.                              | Legal
      Proceedings                                                                    
|Item
      1A.                       | Risk Factors                                                                               
|Item 2.                              | Unregistered
      Sales of Equity Securities and Use of Proceeds                          
|Item
      3.                        | Defaults Upon Senior
      Securities                                                      
|Item 4.                              | (Removed and
      Reserved)                                                               
|Item
      5.                        | Other Information                                                                          
|Item 6.                              | Exhibits                                                                                   

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking
statements that involve risks and uncertainties. Forward-looking statements in
this quarterly report include, among others, statements regarding our capital
needs, business plans and expectations. Such forward-looking statements involve
risks and uncertainties regarding the market price of copper, availability of
funds, government regulations, permitting, common share prices, operating costs,
capital costs, outcomes of ore reserve development, recoveries and other
factors. Forward-looking statements are made, without limitation, in relation to
operating plans, property exploration and development, availability of funds,
environmental reclamation, operating costs and permit acquisition. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as may, will, should,
expect, plan, intend, anticipate, believe, estimate, predict,
potential or continue, the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined in
our annual report on Form 10-K for the year ended April 30, 2010, and, from time
to time, in other reports that we file with the Securities and Exchange
Commission (the SEC). These factors may cause our actual results to differ
materially from any forward-looking statement. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.

2

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

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

|                                                                                                                                                                                                                 | Page
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                                                 |     
|Interim
      Consolidated Balance Sheets as at July 31, 2010 (unaudited) and April 30,
      2010 (audited)                                                                                                     | 4   
|                                                                                                                                                                                                                 |     
|Interim
      Consolidated Statements of Operations and Comprehensive Loss for the
      periods ended July 31, 2010 and July 31, 2009 and for the period from
      inception (April 20, 2004) to July 31, 2010 | 5   
|                                                                                                                                                                                                                 |     
|Interim
      Consolidated Statements of Cash Flows for the periods ended July 31, 2010
      and July 31, 2009 and for the period from inception (April 20, 2004) to
      July 31, 2010                        | 6   
|                                                                                                                                                                                                                 |     
|Interim
      Consolidated Statement of Stockholders Equity and Deficiency for the
      period from inception (April 20, 2004) to July 31, 2010                                                                | 7   
|                                                                                                                                                                                                                 |     
|Condensed
      Notes to the Interim Consolidated Financial Statements                                                                                                                                           | 8   

3

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|Zoro Mining Corp.                                                                                     
|------------------------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                                        
|Interim Consolidated Balance Sheets as at July 31, 2010
      (unaudited) and April 30, 2010 (audited)
|Amounts Expressed in U.S. Dollars                                                                     
|(Unaudited  Prepared By Management)                                                                  

|                                                                                                                                             |  | July 31,    |   |  | April 30,   |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                                                                             |  | 2010        |   |  | 2010        |  
|                                                                                                                                             |  | $           |   |  | $           |  
|                                                                                                                                             |  |             |   |  |             |  
|CURRENT ASSETS                                                                                                                               |  |             |   |  |             |  
|Cash                                                                                                                                         |  | 18,878      |   |  | 34,790      |  
|Other
      receivables                                                                                                                      |  | -           |   |  | 2,328       |  
|                                                                                                                                             |  |             |   |  |             |  
|Total Current
      Assets                                                                                                                   |  | 18,878      |   |  | 37,118      |  
|                                                                                                                                             |  |             |   |  |             |  
|EQUIPMENT (Note 4)                                                                                                                           |  | 125,046     |   |  | 139,845     |  
|MINERAL PROPERTIES (Note 3)                                                                                                                  |  | 8           |   |  | 8           |  
|                                                                                                                                             |  |             |   |  |             |  
|TOTAL ASSETS                                                                                                                                 |  | 143,932     |   |  | 176,971     |  
|                                                                                                                                             |  |             |   |  |             |  
|                                                                                                                                             |  |             |   |  |             |  
|                                                                                                                                             |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                     |  |             |   |  |             |  
|                                                                                                                                             |  |             |   |  |             |  
|Current Liabilities                                                                                                                          |  |             |   |  |             |  
|                                                                                                                                             |  |             |   |  |             |  
|Accounts payable and accrued
      liabilities                                                                                               |  | 756,500     |   |  | 592,202     |  
|Promissory notes payable (Note 6)                                                                                                            |  | 459,337     |   |  | 400,591     |  
|Current portion of convertible
      note (Note 6)                                                                                           |  | 191,370     |   |  | -           |  
|Due
      to related parties (Note 5)                                                                                                        |  | 1,244,942   |   |  | 1,132,249   |  
|                                                                                                                                             |  |             |   |  |             |  
|Total Current
      Liabilities                                                                                                              |  | 2,652,149   |   |  | 2,125,042   |  
|                                                                                                                                             |  |             |   |  |             |  
|CONVERTIBLE NOTE
      (Note 6)                                                                                                              |  | -           |   |  | 162,969     |  
|Total Liabilities                                                                                                                            |  | 2,652,149   |   |  | 2,288,011   |  
|                                                                                                                                             |  |             |   |  |             |  
|Stockholders Deficiency                                                                                                                     |  |             |   |  |             |  
|                                                                                                                                             |  |             |   |  |             |  
|Capital stock (Note 7)                                                                                                                       |  |             |   |  |             |  
|180,000,000 common shares authorized, $0.00001 par value
      
      28,401,536 shares issued and outstanding (April 30, 2010  28,401,536) |  | 1,110       |   |  | 1,110       |  
|Additional paid-in capital                                                                                                                   |  | 16,616,881  |   |  | 16,616,881  |  
|Equity component of convertible notes (Note 5)                                                                                               |  | 126,701     |   |  | 126,701     |  
|Donated capital                                                                                                                              |  | 34,500      |   |  | 34,500      |  
|Deficit
      accumulated during the exploration stage                                                                                       |  | (19,287,409 | ) |  | (18,890,232 | )
|                                                                                                                                             |  |             |   |  |             |  
|Total
      Stockholders Deficiency                                                                                                         |  | (2,508,217  | ) |  | (2,111,040  | )
|                                                                                                                                             |  |             |   |  |             |  
|TOTAL LIABILITIES
      AND STOCKHOLDERS DEFICIENCY                                                                                         |  | 143,932     |   |  | 176,971     |  

|GOING CONCERN (Note 2)                
|--------------------------------------
|COMMITMENTS AND CONTINGENCIES (Note 8)
|RELATED PARTY TRANSACTIONS (Note 5)   
|SUBSEQUENT EVENTS (NOTE 9)            

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

4

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|Zoro Mining Corp.                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                                                                                                                                                  
|Interim Consolidated Statements of Operations and
      comprehensive loss for the periods ended July 31, 2010 and July 31, 2009
      and for the period from inception (April 20, 2004) to July 31,
      2010
|Amounts Expressed in U.S. Dollars                                                                                                                                                                               
|(Unaudited  Prepared By Management)                                                                                                                                                                            

|                                                                               |  |               |   |  |               |   |  | From April 20, |  
|------------------------------------------------------------------------------ |  | ------------- | - |  | ------------- | - |  | -------------- | -
|                                                                               |  | For the Three |   |  | For the Three |   |  | 2004 (Date of  |  
|                                                                               |  | Months Ended  |   |  | Months Ended  |   |  | Inception) to  |  
|                                                                               |  | July 31, 2010 |   |  | July 31, 2009 |   |  | July 31, 2010  |  
|                                                                               |  | $             |   |  | $             |   |  | $              |  
|Expenses                                                                       |  |               |   |  |               |   |  |                |  
|Bad Debt                                                                       |  | -             |   |  | -             |   |  | 136,250        |  
|Depreciation                                                                   |  | 14,799        |   |  | 26,710        |   |  | 271,358        |  
|Donated services                                                               |  | -             |   |  | -             |   |  | 25,500         |  
|Filing and transfer agent fees                                                 |  | 1,603         |   |  | 3,698         |   |  | 39,106         |  
|Impairment of mineral property costs                                           |  | -             |   |  | -             |   |  | 10,756,200     |  
|Management and administration
      fees (Note 5)                              |  | 147,465       |   |  | 135,567       |   |  | 1,963,344      |  
|Mineral exploration costs (Note 3)                                             |  | 139,103       |   |  | 169,678       |   |  | 4,802,502      |  
|Office and general (Note 5)                                                    |  | 56,488        |   |  | 70,875        |   |  | 1,026,408      |  
|Professional fees                                                              |  | 37,719        |   |  | 11,820        |   |  | 574,886        |  
|                                                                               |  | (397,177      | ) |  | (418,348      | ) |  | (19,595,554    | )
|Other income                                                                   |  |               |   |  |               |   |  |                |  
|Federal income tax recovery                                                    |  | -             |   |  | -             |   |  | 216,208        |  
|Gain on sale of fixed assets                                                   |  | -             |   |  | -             |   |  | 23,891         |  
|Interest income                                                                |  | -             |   |  | -             |   |  | 68,046         |  
|                                                                               |  |               |   |  |               |   |  |                |  
|Net loss                                                                       |  | (397,177      | ) |  | (418,348      | ) |  | (19,287,409    | )
|                                                                               |  |               |   |  |               |   |  |                |  
|Basic and diluted
      loss per common share                                  |  | (0.01         | ) |  | (0.10         | ) |  |                |  
|                                                                               |  |               |   |  |               |   |  |                |  
|Weighted average number of common shares outstanding -
      basic and diluted |  | 28,401,536    |   |  | 4,344,446     |   |  |                |  

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

5

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|Zoro Mining Corp.                                                                                                                                                                  
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                                                                                                                     
|Interim Consolidated Statements of Cash Flows for the
      periods ended July 31, 2010 and July 31, 2009 and for the period from
      inception (April 20, 2004) to July 31, 2010
|Amounts Expressed in U.S. dollars                                                                                                                                                  
|(Unaudited - Prepared by Management)                                                                                                                                               

|                                                                              |  |                |   |  |                |   |  | From            |  
|----------------------------------------------------------------------------- |  | -------------- | - |  | -------------- | - |  | --------------- | -
|                                                                              |  | For the Three  |   |  | For the Three  |   |  | April 20, 2004  |  
|                                                                              |  | Months         |   |  | Months         |   |  | (Date of        |  
|                                                                              |  | Ended July 31, |   |  | Ended July 31, |   |  | Inception)      |  
|                                                                              |  | 2010           |   |  | 2009           |   |  | to July 31,2010 |  
|                                                                              |  | $              |   |  | $              |   |  | $               |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Cash Flows Used In Operating Activities                                       |  |                |   |  |                |   |  |                 |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Net loss                                                                      |  | (397,177       | ) |  | (418,348       | ) |  | (19,287,409     | )
|Adjustments to reconcile net loss to cash used
      in operating activities: |  |                |   |  |                |   |  |                 |  
|Federal income
      tax recovery                                             |  | -              |   |  | -              |   |  | (216,208        | )
|Depreciation                                                                  |  | 14,799         |   |  | 26,710         |   |  | 271,358         |  
|Non-cash
      management fees                                                |  | -              |   |  | -              |   |  | 329,293         |  
|Accrued interest income                                                       |  | -              |   |  | -              |   |  | (11,250         | )
|Accrued interest
      expense                                                |  | 17,028         |   |  | 25,250         |   |  | 184,734         |  
|Gain on sale of fixed assets                                                  |  | -              |   |  | -              |   |  | (23,891         | )
|Accretion of
      interest on convertible note                               |  | 28,401         |   |  | 11,876         |   |  | 118,071         |  
|Bad debt                                                                      |  | -              |   |  | -              |   |  | 136,250         |  
|Impairment of
      mineral properties                                        |  | -              |   |  | -              |   |  | 10,756,200      |  
|Donated rent                                                                  |  | -              |   |  | -              |   |  | 9,000           |  
|Donated services                                                              |  | -              |   |  | -              |   |  | 25,500          |  
|Change in operating assets and liabilities:                                   |  |                |   |  |                |   |  |                 |  
|Decrease
      (increase) in other receivables                                |  | 2,328          |   |  | 1,118          |   |  | -               |  
|Increase in due to
      related parties                                      |  | 104,064        |   |  | 223,699        |   |  | 2,224,027       |  
|Increase in accounts
      payable and accrued liabilities                    |  | 154,645        |   |  | 107,884        |   |  | 890,264         |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Net Cash Used in Operating Activities                                         |  | (75,912        | ) |  | (21,811        | ) |  | (4,594,061      | )
|                                                                              |  |                |   |  |                |   |  |                 |  
|Cash Flows Used In Investing Activities                                       |  |                |   |  |                |   |  |                 |  
|Purchase of equipment                                                         |  | -              |   |  | -              |   |  | (518,513        | )
|Proceeds from Sale of
      Equipment                                         |  | -              |   |  | -              |   |  | 146,000         |  
|Loan receivable                                                               |  | -              |   |  | -              |   |  | (125,000        | )
|                                                                              |  |                |   |  |                |   |  |                 |  
|Net Cash Used In
      Investing Activities                                   |  | -              |   |  | -              |   |  | (497,513        | )
|                                                                              |  |                |   |  |                |   |  |                 |  
|Cash Flows From Financing Activities                                          |  |                |   |  |                |   |  |                 |  
|Promissory note payable                                                       |  | 60,000         |   |  | 20,000         |   |  | 908,362         |  
|Convertible note                                                              |  | -              |   |  | -              |   |  | 200,000         |  
|Proceeds from common stock issuances
      and subscriptions                  |  | -              |   |  | -              |   |  | 4,002,090       |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Net Cash From Financing Activities                                            |  | 60,000         |   |  | 20,000         |   |  | 5,110,452       |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Increase (Decrease) in Cash                                                   |  | (15,912        | ) |  | (1,811         | ) |  | 18,878          |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Cash  Beginning                                                              |  | 34,790         |   |  | 4,485          |   |  |                |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Cash  Ending                                                                 |  | 18,878         |   |  | 2,674          |   |  | 18,878          |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|                                                                              |  |                |   |  |                |   |  |                 |  
|Supplemental Disclosures                                                      |  |                |   |  |                |   |  |                 |  
|Interest paid                                                                 |  |               |   |  |               |   |  |                |  
|Income taxes paid                                                             |  |               |   |  |               |   |  |                |  

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

6

---

|Zoro Mining Corp.                                                          
|---------------------------------------------------------------------------
|(An Exploration Stage Company)                                             
|Interim Consolidated Statement of Stockholders Equity
      and Deficiency
|From April 20, 2004 (Date of Inception) to July 31,
      2010             
|Amounts Expressed in U.S. Dollars                                          
|(Unaudited  Prepared By Management)                                       

|                                                                                   |  |              |   |  |        |   |  |            |   |  | Equity      |  |  |               |   |  | Deficit     |   |  |         |  |  |             |  
|---------------------------------------------------------------------------------- |  | ------------ | - |  | ------ | - |  | ---------- | - |  | ----------- |  |  | ------------- | - |  | ----------- | - |  | ------- |  |  | ----------- | -
|                                                                                   |  |              |   |  |        |   |  |            |   |  | Component   |  |  |               |   |  | Accumulated |   |  |         |  |  |             |  
|                                                                                   |  |              |   |  |        |   |  | Additional |   |  | Of          |  |  | Common        |   |  | During the  |   |  |         |  |  |             |  
|                                                                                   |  |              |   |  |        |   |  | Paid-in    |   |  | Convertible |  |  | Stock         |   |  | Exploration |   |  | Donated |  |  |             |  
|                                                                                   |  | Common Stock |   |  |        |   |  | Capital    |   |  | Debt        |  |  | Subscriptions |   |  | Stage       |   |  | Capital |  |  | Total       |  
|                                                                                   |  | #            |   |  | $      |   |  | $          |   |  | $           |  |  | $             |   |  | $           |   |  | $       |  |  | $           |  
|                                                                                   |  |              |   |  |        |   |  |            |   |  |             |  |  |               |   |  |             |   |  |         |  |  |             |  
|Balance  April 20, 2004 (Date of Inception)                                       |  |             |   |  |       |   |  | -          |   |  | -           |  |  |              |   |  |            |   |  |        |  |  |            |  
|Issuance of common shares for cash at $.0002/share                                 |  | 7,200,000    |   |  | 1,440  |   |  | (1,400     | ) |  | -           |  |  | (40           | ) |  |            |   |  |        |  |  |            |  
|Net loss for the period                                                            |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  | (1,858      | ) |  |        |  |  | (1,858      | )
|Balance  April 30, 2004                                                           |  | 7,200,000    |   |  | 1,440  |   |  | (1,400     | ) |  | -           |  |  | (40           | ) |  | (1,858      | ) |  |        |  |  | (1,858      | )
|Issuance of common shares for cash at
      $.0002/share                           |  | 1,800,000    |   |  | 360    |   |  | (350       | ) |  | -           |  |  | (10           | ) |  |            |   |  |        |  |  |            |  
|Share subscriptions received                                                       |  |             |   |  |       |   |  |           |   |  | -           |  |  | 40            |   |  |            |   |  |        |  |  | 40          |  
|Donated rent and services                                                          |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  |            |   |  | 10,500  |  |  | 10,500      |  
|Net loss for the
      year                                                        |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  | (32,480     | ) |  |        |  |  | (32,480     | )
|Balance  April 30, 2005                                                           |  | 9,000,000    |   |  | 1,800  |   |  | (1,750     | ) |  | -           |  |  | (10           | ) |  | (34,338     | ) |  | 10,500  |  |  | (23,798     | )
|Share subscriptions received                                                       |  |             |   |  |       |   |  |           |   |  | -           |  |  | 10            |   |  |            |   |  |        |  |  | 10          |  
|Donated rent and services                                                          |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  |            |   |  | 12,000  |  |  | 12,000      |  
|Net loss for the
      year                                                        |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  | (12,690     | ) |  |        |  |  | (12,690     | )
|Balance  April 30, 2006                                                           |  | 9,000,000    |   |  | 1,800  |   |  | (1,750     | ) |  | -           |  |  |              |   |  | (47,028     | ) |  | 22,500  |  |  | (24,478     | )
|Issuance of common shares for cash at $0.0544/share                                |  | 1,822,500    |   |  | 364    |   |  | 100,886    |   |  | -           |  |  |              |   |  |            |   |  |        |  |  | 101,250     |  
|Share subscriptions received                                                       |  |             |   |  |       |   |  |           |   |  | -           |  |  | 2,600,000     |   |  |            |   |  |        |  |  | 2,600,000   |  
|Donated rent and services                                                          |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  |            |   |  | 12,000  |  |  | 12,000      |  
|Net loss for the year                                                              |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  | (220,450    | ) |  |        |  |  | (220,450    | )
|Balance  April 30, 2007                                                           |  | 10,822,500   |   |  | 2,164  |   |  | 99,136     |   |  | -           |  |  | 2,600,000     |   |  | (267,478    | ) |  | 34,500  |  |  | 2,468,322   |  
|Shares and warrants issued for private
      placement at $25 per unit (Note 8(a)) |  | 157,514      |   |  | 32     |   |  | 3,765,908  |   |  | -           |  |  | (2,600,000    | ) |  |            |   |  |        |  |  | 1,165,940   |  
|Share cancellation (Note 8(a))                                                     |  | (6,642,500   | ) |  | (1,328 | ) |  | 1,328      |   |  | -           |  |  |              |   |  |            |   |  |        |  |  |            |  
|Fair value of warrants issued for mineral
      properties (Note 4)                |  |             |   |  |       |   |  | 840,000    |   |  | -           |  |  |              |   |  |            |   |  |        |  |  | 840,000     |  
|Fair value of warrants issued for services (Note 8(b))                             |  |             |   |  |       |   |  | 209,293    |   |  | -           |  |  |              |   |  |            |   |  |        |  |  | 209,293     |  
|Net loss                                                                           |  |             |   |  |       |   |  |           |   |  | -           |  |  |              |   |  | (3,539,499  | ) |  |        |  |  | ( 3,539,499 | )
|Balance  April 30, 2008                                                           |  | 4,337,514    |   |  | 868    |   |  | 4,915,665  |   |  | -           |  |  |              |   |  | (3,806,977  | ) |  | 34,500  |  |  | 1,144,056   |  
|Issuance of common shares for services                                             |  | 7,500        |   |  | 1      |   |  | 119,999    |   |  | -           |  |  | -             |   |  | -           |   |  | -       |  |  | 120,000     |  
|Equity component of convertible note                                               |  | -            |   |  | -      |   |  | -          |   |  | 84,026      |  |  | -             |   |  | -           |   |  | -       |  |  | 84,026      |  
|Net loss                                                                           |  | -            |   |  | -      |   |  | -          |   |  | -           |  |  | -             |   |  | (3,412,934  | ) |  |        |  |  | (3,412,934  | )
|Balance  April 30, 2009                                                           |  | 4,345,014    |   |  | 869    |   |  | 5,035,664  |   |  | 84,026      |  |  | -             |   |  | (7,219,911  | ) |  | 34,500  |  |  | (2,064,852  | )
|Shares issued in exchange for retirement of
      notes and other debt (Note 8)    |  | 4,366,522    |   |  | 45     |   |  | 1,746,563  |   |  | -           |  |  | -             |   |  | -           |   |  | -       |  |  | 1,746,608   |  
|FV adjustment on convertible note  (Note 7)                                       |  |              |   |  |        |   |  |            |   |  | 42,675      |  |  |               |   |  |             |   |  |         |  |  | 42,675      |  
|Shares issued for private placement at
      $0.50 per unit (Note 8)               |  | 290,000      |   |  | 3      |   |  | 134,847    |   |  |             |  |  |               |   |  |             |   |  |         |  |  | 134,850     |  
|Shares issued for mineral properties at $.50 (Note 8)                              |  | 19,400,000   |   |  | 193    |   |  | 9,699,807  |   |  |             |  |  |               |   |  |             |   |  |         |  |  | 9,700,000   |  
|Net loss                                                                           |  | -            |   |  | -      |   |  | -          |   |  | -           |  |  | -             |   |  | (11,670,321 | ) |  |        |  |  | (11,670,321 | )
|Balance  April 30, 2010                                                           |  | 28,401,536   |   |  | 1,110  |   |  | 16,616,881 |   |  | 126,701     |  |  | -             |   |  | (18,890,232 | ) |  | 34,500  |  |  | (2,111,040  | )
|Net loss                                                                           |  | -            |   |  | -      |   |  | -          |   |  | -           |  |  | -             |   |  | (397,177    | ) |  |        |  |  | (397,177    | )
|Balance  July
      31, 2010                                                      |  | 28,401,536   |   |  | 1,110  |   |  | 16,616,881 |   |  | 126,701     |  |  | -             |   |  | (19,287,409 | ) |  | 34,500  |  |  | (2,508,217  | )

All share amounts have been restated to reflect the 36:1 forward
share split on February 9, 2007 and a 20:1 reverse share split on April 22, 2009
(refer to Note 1). The accompanying notes are an integral part of the
interim consolidated financial statements

7

---

|Zoro Mining Corp.                                           
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|Notes to the Interim Consolidated Financial
      Statements
|July 31, 2010                                               
|Amounts Expressed in U.S. Dollars                           
|(Unaudited  Prepared by Management)                        

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

Unaudited Interim Consolidated
Financial Statements

The Company was incorporated in the
State of Nevada on April 20, 2004 as Rochdale Mining Corporation. Effective on
March 19, 2007, solely for the purposes of effecting a name change, the Company
(as Rochdale Mining Corporation), merged with a new wholly-owned subsidiary,
Zoro Mining Corp., pursuant to Articles of Merger that the Company filed with
the Nevada Secretary of State. The merger was in the form of a parent/
subsidiary merger, with the Company as the surviving corporation. Upon
completion of the merger, the Companys name was changed to Zoro Mining Corp.
and the Companys Articles of Incorporation have been amended to reflect this
name change.

The Companys common shares trade on
the United States OTC Bulletin Board and on the Frankfurt Stock Exchange.

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

Share Splits

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

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

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

Principles of Consolidation

The Company has incorporated three
wholly-owned subsidiaries in each of Peru (Zoro Mining SAC, dba Zoro Peru),
Chile (Sociedad Zoro Chile Limitada, dba Zoro Chile), and Mexico (Aravena
Mexicana, SA, dba Zoro Mexico) to beneficially hold property titles in each
country. These financial statements include the accounts of Zoro Mining Corp.,
and its wholly-owned subsidiaries Zoro Peru, Zoro Chile, and Zoro Mexico
(collectively the Company). All intercompany transactions and balances have
been eliminated upon consolidation.

8

---

|Zoro Mining Corp.                                           
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|Notes to the Interim Consolidated Financial
      Statements
|July 31, 2010                                               
|Amounts Expressed in U.S. Dollars                           
|(Unaudited  Prepared by Management)                        

|2. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has not generated revenues since inception and has never paid any
      dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent on the ability of the Company to obtain
      necessary equity financing to continue operations, the continued support
      of related party creditors, to determine the existence, discovery and
      successful exploitation of economically recoverable reserves in its
      resource properties, confirmation of the Companys interests in the
      underlying properties, and ultimately the attainment of profitable
      operations. As at July 31, 2010, the Company has accumulated losses of
      $19,287,409 since inception and has a working capital deficiency of
      $2,633,271. These factors raise substantial doubt regarding the Companys
      ability to continue as a going concern. These financial statements do not
      include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going concern. In
      conjunction with the April 22, 2009 reverse share consolidation, the
      Company plans to finance its activities utilizing debt and equity
      instruments that should be more favorably received by the investment
      community due to the corporate restructuring. On August 17, 2009 the
      Company settled some of its existing debts with equity in order to reduce
      current liabilities and improve the overall financial condition of the
      Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Mineral exploration costs by area of
exploration for the three months ended July 31, 2010 and 2009 were as
follows:

|                                     |   | Three months   |  |   | Three months   | 
|------------------------------------ | - | -------------- |  | - | -------------- | 
|                                     |   | ended July     |  |   | ended July     | 
|                                     |   | 31,
      2010 |  |   | 31,
      2009 | 
|Chile                                |   |                |  |   |                | 
|Drilling                             | $ | -              |  | $ | -              | 
|Field supplies                       |   | 625            |  |   | -              | 
|Geological, mapping and
      survey |   | 845            |  |   | 6,825          | 
|Property maintenance                 |   | 224            |  |   | 8,815          | 
|Site administration                  |   | 115,589        |  |   | 127,657        | 
|Travel                               |   | 6,820          |  |   | 15,131         | 
|                                     |   | 124,103        |  |   | 158,428        | 
|Peru                                 |   |                |  |   |                | 
|Field supplies                       |   | -              |  |   | -              | 
|Geological, mapping and survey       |   | -              |  |   | -              | 
|Property maintenance                 |   | -              |  |   | -              | 
|Site administration                  |   | 15,000         |  |   | 11,250         | 
|Travel                               |   | -              |  |   | -              | 
|                                     |   | 15,000         |  |   | 11,250         | 
|Mexico                               |   |                |  |   |                | 
|Geological, mapping and survey       |   | -              |  |   | -              | 
|Property maintenance                 |   | -              |  |   | -              | 
|Site administration                  |   | -              |  |   | -              | 
|                                     |   | -              |  |   | -              | 
|Total                                | $ | 139,103        |  | $ | 169,678        | 

9

---

|Zoro Mining Corp.                                           
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|Notes to the Interim Consolidated Financial
      Statements
|July 31, 2010                                               
|Amounts Expressed in U.S. Dollars                           
|(Unaudited  Prepared by Management)                        

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

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

| |                        |   |          |  |   | Accumulated  |  |   | Net Book |  |   | Net Book  | 
| | ---------------------- | - | -------- |  | - | ------------ |  | - | -------- |  | - | --------- | 
| |                        |   | Cost     |  |   | Depreciation |  |   | Value    |  |   | Value     | 
| |                        |   | July 31, |  |   | July 31,     |  |   | July 31, |  |   | April 30, | 
| |                        |   | 2010     |  |   | 2010         |  |   | 2010     |  |   | 2010      | 
| | North America          |   |          |  |   |              |  |   |          |  |   |           | 
| | Computers              | $ | 7,020    |  | $ | 6,653        |  | $ | 367      |  | $ | 612       | 
| | South America          |   |          |  |   |              |  |   |          |  |   |           | 
| | Computers              |   | 3,315    |  |   | 2,918        |  |   | 397      |  |   | 621       | 
| | Furniture              |   | 12,639   |  |   | 6,926        |  |   | 5,713    |  |   | 6,342     | 
| | Exploration equipment  |   | 14,204   |  |   | 8,519        |  |   | 5,685    |  |   | 6,395     | 
| | Vehicles               |   | 105,752  |  |   | 52,869       |  |   | 52,883   |  |   | 57,873    | 
| | Earth moving equipment |   | 159,999  |  |   | 99,998       |  |   | 60,001   |  |   | 68,002    | 
| |                        |   | 295,909  |  |   | 171,230      |  |   | 124,679  |  |   | 139,233   | 
| |                        |   |          |  |   |              |  |   |          |  |   |           | 
| | Total                  | $ | 302,929  |  | $ | 177,883      |  | $ | 125,046  |  | $ | 139,845   | 

|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | During the three months ended July 31, 2010, the Company
      incurred the following amounts to officers, directors, and other related
      parties to the Company. All unpaid balances due to related parties are
      unsecured, and only cash advances may bear interest at stated rates of
      8-10% per annum simple interest if formalized into promissory
  notes.
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | d)                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | e)                                                                                                                                                                                                                                                                                                                                                                            

10

---

|Zoro Mining Corp.                                           
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|Notes to the Interim Consolidated Financial
      Statements
|July 31, 2010                                               
|Amounts Expressed in U.S. Dollars                           
|(Unaudited  Prepared by Management)                        

5. Related Party Transactions - continued

Company participates in a cost sharing arrangement with another
public company, Pacific Copper that has two directors in common with the Company
and shares South American operating offices. The expenditures relate to shared
exploration in similar operating areas of Chile and Peru including shared site
offices in each country. During the year ended April 30, 2009 Pacific Copper
loaned the Company $430,000 secured by non-interest bearing promissory notes of
which $140,166 was owing at as at July 31, 2010 (April 30, 2010: $160,000) (Note
6).

During the year ended April 30, 2010 the Company acquired the
right to receive $2,000 per month in lease payments from Pan American Lithium
Corp. (Pan American) in connection with the Piedra Parada concessions. Pan
American has one director and two officers in common with the Company. As of
July 31, 2010 the Company has received payments totaling $24,000 from Pan
American of which $4,000 relates to the period after July 31, 2010. The $4,000
is shown as an amount owing to Pan American (April 30, 2010: $10,000).

All related party transactions are in the normal course of
business and are measured at the exchange amount, which is the amount of
consideration established and agreed to by the related parties.

6. Convertible and Promissory Notes

Convertible Notes

On October 31, 2008, the Company issued a $200,000 6%
convertible note with a term to October 31, 2010 convertible into units at $3.20
per unit for a period of two years. Each unit is comprised of one common share
and one share purchase warrant exercisable for at $5 per share for a two year
term from the date of conversion. The convertible debt was allocated between its
debt and equity components on a relative fair value basis with the fair value of
the debt portion ($115,974) being determined based on an estimated fair value
discount rate of 15% and the fair value of the equity portion ($84,026) being
determined using the Black-Scholes pricing model for the embedded share and
warrant issuable upon conversion, and utilizing an expected life of 2 years, a
risk free interest rate average of 1.56%, a dividend yield of 0%, and an
expected volatility of 140%. On October 31, 2009, the parties to the convertible
note changed the conversion rights of accrued interest and principal to enable
conversion by the holder at the rate of US$0.40 per post consolidation share
without the requirement for issuance of warrants on conversion. The Company will
record further interest expense above the stated 6% per annum rate over the term
of the convertible note of $84,026 resulting from the difference between the
stated value and carrying value at the date of issuance using the effective
interest rate method. At July 31, 2010, $118,071 in accretion interest has been
recorded corresponding to an aggregate convertible note carrying value at that
date of $191,370.

Promissory Notes

During the year ended April 30, 2009, the Company borrowed
$437,000 from an unrelated company by way of promissory notes bearing interest
from 8% to 10% per annum and due twelve months from signing. During the year
ended April 30, 2010, the Company borrowed an additional $114,833 from this
unrelated company by way of promissory notes bearing interest from 8% to 10% per
annum and due twelve months from signing and also settled various amounts by way
of stock issuances. During the three months ended July 31, 2010, the Company
borrowed an additional $60,000 from this unrelated company by way of promissory
notes bearing interest at 10% per annum and due twelve months from signing. At
July 31, 2010 the balance owing including interest was $383,692 (April 30, 2010:
$326,069).

During the year ended April 30, 2009, the Company borrowed
$48,529 from an unrelated company by way of promissory notes bearing interest at
a rate of 8% per annum and due six months from signing. During the year ended
April 30, 2010, the Company borrowed an additional $19,000 from this unrelated
company by way of a promissory note bearing interest at 8% per annum and due
twelve months from signing and also settled various amounts by way of stock
issuances. At July 31, 2010, the balance owing including interest was $41,758
(April 30, 2010: $40,972).

During the year ended April 30, 2010, the Company borrowed
$32,000 at 8% interest from unrelated companies. At July 31, 2010, the balance
owing including interest was $33,887 (April 30, 2010: $33,550)

11

---

|7. | Capital Stock
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              

|                        |  |           |   |  |                     |  |  | Weighted      | 
|----------------------- |  | --------- | - |  | ------------------- |  |  | ------------- | 
|                        |  |           |   |  |                     |  |  | Average       | 
|                        |  |           |   |  | Weighted            |  |  | Contractual   | 
|                        |  |           |   |  | Average             |  |  | Life          | 
|                        |  | Number of |   |  | Exercise Price      |  |  | Remaining (in | 
|                        |  | Warrants  |   |  | per
      Share ($) |  |  | Years)        | 
|Balance, April 30, 2007 |  | -         |   |  | -                   |  |  | -             | 
|Granted during the year |  | 436,060   |   |  | 21.37               |  |  | 2.00          | 
|Balance, April 30, 2008 |  | 436,060   |   |  | 21.37               |  |  | 1.22          | 
|Granted during the year |  | -         |   |  | -                   |  |  | -             | 
|Balance, April 30, 2009 |  | 436,060   |   |  | 21.37               |  |  | 0.22          | 
|Granted during the year |  | 306,800   |   |  | .75                 |  |  | 1.58          | 
|Expired during the year |  | (436,060  | ) |  | 14.00               |  |  | -             | 
|Balance, April 30, 2010 |  | 306,800   |   |  | .75                 |  |  | 1.58          | 
|Granted during the year |  | -         |   |  | -                   |  |  | -             | 
|Balance, April 30, 2010 |  | 306,800   |   |  | .75                 |  |  | 1.33          | 

12

---

|Zoro Mining Corp.                                           
|------------------------------------------------------------
|(An Exploration Stage Company)                              
|Notes to the Interim Consolidated Financial
      Statements
|July 31, 2010                                               
|Amounts Expressed in U.S. Dollars                           
|(Unaudited  Prepared by Management)                        

|8. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On May 1, 2007, the Company entered into a corporate
      support services agreement effective January 1, 2007 with a third party to
      perform office and administrative services for approximately $12,000 per
      month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company is a guarantor of a lease agreement effective
      September, 1, 2007 that obligates the Company under conditions of default
      by a lessee that was a related party at that time (a company with two
      directors in common with the Company), to pay for the entire lease
      relating to the Companys Tucson, Arizona office until the end of the
      lease term through October 31, 2010 or as amended or renewed. As at April
      30, 2010, the gross value of the guarantee was $212,774. The lessee has
      defaulted on the lease and subsequently moved offices. The potential
      liability, if any, as a result of the lessees default due to joint and
      severable provisions relating to the lease guarantee is presently not
      determinable and negotiations by the lessee to settle this potential
      liability with the landlord are ongoing.                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On January 20, 2010 a vendor entered into a contract with
      the Company to provide financing and capital markets advisory services
      with the goal of raising equity funding for the Company. The term of the
      contract is from signing until January 31, 2011 and automatically renews
      in 90 day increments unless and until cancelled by either party. In
      consideration the Company agreed to pay the vendor a retainer fee of
      $10,000 plus 8% of any equity financing secured by the vendor. In the
      event the equity financing occurs with an entity introduced by certain
      excluded entities, the fee is reduced to 3%. In addition, the Company has
      agreed to issue the vendor share purchase warrants equal to 10% of the
      securities sold in such equity financing at a price of $0.70 and expiry
      date which is 3 years from the issue date. In the event the vendor secures
      debt financing, the fees paid to the vendor are as follows; 8% of the
      first $2,000,000, plus 6% of proceeds between, $2,000,001 and $7,000,000
      if any, plus 4% of proceeds in excess of $7,000,000 if any.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company has entered into an Asset Purchase Agreement
      dated February 22, 2010, with two vending parties to acquire a 100%
      interest in three property mineral exploration concessions covering
      approximately 1,500 hectares as an extension to the Companys existing
      Yura gold prospect located 30 kilometers west of Arequipa, Peru (the
      Fortuna Properties). The Fortuna Properties target precious metals and
      are comprised of three concessions that are accessible year round via
      paved highway and improved roads. The Companys VP Business Development
      and Chairman is an indirect minority shareholder of one of the vending
      parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Subject to final due diligence and other customary
      closing conditions, the Company plans to (i) issue 6,000,000 restricted
      shares of its common stock to the Vending Parties; (ii) pay to the Vending
      Parties $100,000 prior to the closing of the acquisition, $125,000 at the
      closing date, and $100,000 six months from the closing date; and (iii)
      grant to the Vending Parties, a 2.5% net smelter return (NSR) royalty on
      the proceeds of any production from the Fortuna Properties capped at
      $20,000,000, 1.5% of which can be repurchased by the Company at any time
      before commencement of any production for the sum of $8,000,000. The NSR
      also calls for an advance minimum yearly payment of $100,000 to the
      Vending Parties, which amounts are credited against any royalties
      ultimately payable.                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Subsequent to July 31, 2010 the Company borrowed $1,100
      from an unrelated party and gave a promissory note bearing simple interest
      at 10% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company has entered into an agreement dated August 6,
      2010 with a third party which will provide membership to a financial
      services networking group and allow attendance at a conference in
      September, 2010. The total cost is $7,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company has entered into an agreement dated August
      17, 2010 with a consultant who will provide investor relations services
      for a term of nine months at a cost of $7,500 per month. The Company will
      also issue 200,000 shares of its commons stock to the
consultant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Subsequent to July 31, 2010, the Company repaid $20,000
      of the amount owing to a related party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Subsequent to July 31, 2010, the Company borrowed $49,500
      from a related party. The amounts borrowed bear simple interest at 8% per
      annum under a letter of agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

13

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

The following discussion of our financial condition, changes in
financial condition and results of operations for the three months ended July
31, 2010 and 2009 should be read in conjunction with our unaudited interim
financial statements and related notes for the three months ended July 31, 2010
and 2009. The following discussion contains forward-looking statements that
involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements.

Overview of our Business

We were incorporated under the laws of the State of Nevada on
April 20, 2004 under the name Rochdale Mining Corp. Effective March 19, 2007,
we merged with a wholly-owned subsidiary, Zoro Mining Corp., pursuant to
Articles of Merger filed with the Nevada Secretary of State. The merger was in
the form of a parent/subsidiary merger with Rochdale Mining Corp. as the
surviving corporation. Upon completion of the merger, our corporate name was
changed to Zoro Mining Corp. and our Articles of Incorporation were amended to
reflect this name change. As of the date of this Quarterly Report, we are
engaged in the acquisition and exploration of mineral properties located in
South America and Mexico. We currently have interests in an aggregate of
approximately 34,215 acres located in Chile, 5,224 acres located in Peru, and a
further 6,822 acres located in Mexico, targeting gold, copper and precious
metals. After the effective date of our registration statement filed with the
SEC (November 1, 2007), our shares were listed on the Over-the-Counter Bulletin
Board. Our current symbol is ZORM.OB.

We have not established any proven or probable reserves on our
mineral property interests. To date, we have been engaged primarily in
organizational activities and have engaged in minimal initial exploration at
several of our projects, including exploratory drilling at one of our properties
located in Chile. We plan to conduct exploration programs on our properties with
the objective of ascertaining whether any of our properties contain economic
concentrations of minerals that are prospective for mining. As such, we are
considered an exploration or exploratory stage company. Since we are an
exploration stage company, there is no assurance that a commercially viable
mineral deposit exists on any of our properties, and a great deal of further
exploration will be required before a final evaluation as to the economic
feasibility of our properties is determined. We have no known reserves of gold,
copper, platinum or any other type of mineral on our properties.

Subsidiaries

During May 2007 through July 2007 and in accordance with
applicable local laws and regulations in Chile, Peru and Mexico, we incorporated
three wholly-owned subsidiaries in Chile, Peru and Mexico as follows: Sociedad
Zoro Chile Limitada, in Chile, Zoro Mining SAC, in Peru; and Aravena Mexicana,
SA in Mexico. We have completed property transfers in Chile, and have prepared
for the transfer of title to our property interests in Peru to Zoro Mining SAC
pending payment of required fees. Property transfers in Mexico are pending from
Aravena Internacional SA to Aravena Mexicana SA in Mexico pending the payment of
required fees.

Current Business Operations

We are a natural resource exploration company currently engaged
in the exploration, acquisition and development of property located in South
America and Mexico. We plan to conduct exploration programs on our properties
with the objective of ascertaining whether any of our properties contain
economic concentrations of minerals that are prospective for mining. We
currently have interests in an aggregate of approximately 34,215 acres located
in Chile, approximately 5,224 acres in Peru, and a further 6,822 acres located
in Mexico, targeting gold, copper and platinum.

14

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

|Location             | Project                | Exploration Target          | Concession Hectares/Acres
|-------------------- | ---------------------- | --------------------------- | -------------------------
|Sonora, Mexico       | The Las Animas Project | Gold, Copper                | 2,761/6,822              
|Chile, South America | The Escondida Project  | Gold, Platinum              | 2,050/5,063              
|Chile, South America | Don Beno Project       | Gold, Copper                | 5,900/14,574             
|Chile, South America | Sierra Fritis Project  | Gold, Copper                | 2,300/5,683              
|Chile, South America | Piedra Parada Project  | Gold, platinum group metals | 3,600/8,895(1)(2)        
|Peru, South America  | The Yura Project       | Gold                        | 2,114/5,224              
|                     |                        | Total Net Hectares/Acres:   | 18,725/46,261            

| | (1) | Gareste Limitada, the vendor at Piedra Parada, owned and
      conveyed to Zoro senior concession rights on over 2,100 hectares (5,189
      acres), and also conveyed overstaked concessions on 1,500 additional
      hectares (3,706 acres) which are subject to the senior rights of a third
      party.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | All concessions at Piedra Parada owned by Zoro are
      subject to pre-existing contractual rights granted from Gareste to a
      third-party to extract and exploit lithium, light metals and commercial
      salts.                                                                                     

The Companys properties are discussed in greater detail in the
Companys Annual Report on Form 10-K for the Companys fiscal year ended April
30, 2010. The Company has been concentrating its exploration initiatives
primarily in Peru on its Yura gold prospect and in Chile on its Don Beno gold
and copper project and its Escondida gold and platinum project.

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

Recommended Exploration Programs and Budgets

Don Beno Project

The recommended exploration program at the Don Beno property is
estimated at $241,038 for Phase 1 and $482,900 for Phase 2 if justified. The
table below provides a breakdown of projected expenditures for the proposed
geochemical and geophysical surveys, along with follow-up drilling.

Proposed Budget Phase 1

|Activity                            | Description             | Total   
|----------------------------------- | ----------------------- | --------
|Geology                             |                         |         
|Geologic Mapping                    | 60days @ $700/day       | $ 42,000
|Structural Analysis                 | 10days @ $700/day       | $ 7,000 
|Landsat Imagery & thematic analysis | Est. $25,000            | $ 25,000
|                                    |                         |         
|Geochemistry                        |                         |         
|Rock chip sampling                  | 45 days @ $500/day      | $ 22,500
|Rock chip analyses                  | 15 smpls/day x 45 x $35 | $ 23,625
|                                    |                         |         
|Geophysical Surveys                 |                         |         
|Aeromagnetic Survey                 | 15 days est. $35,000    | 35,000  
|Radiometrics Survey                 | Est. $50,000            | $ 50,000
|Ground magnetometry+report          | 20 days @ $ 700/day     | $ 14,000
|SubTotal                            |                         | $219,125
|Contingency @ 10%                   |                         | 21,913  
|Phase 1 Total                       |                         | $241,038

15

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Proposed Budget Phase 2

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

Escondida Project

The recommended two-phase exploration program at the Escondida
property is estimated at $92,400 for Phase 1, and $437,800 for Phase 2 if
justified. The program total is $530,200. The tables below provide a breakdown
of projected expenditures for the proposed mapping and geochemical surveys, with
follow-up drilling if merited.

Proposed Budget Phase 1

|Description       | Explanation                      | Mth 1 | Mth 2 | Mth 3 | Mth 4 | Mth5     | Mth 6 | SbTot  
|----------------- | -------------------------------- | ----- | ----- | ----- | ----- | -------- | ----- | -------
|Personnel         |                                  |       |       |       |       |          |       |        
|                  | Sr.Geol-2mos, $750/day           | 7500  | 7500  |       | 7500  |          |       | $22,500
|                  | Jr. Geol-4mos,$350/day           |       | 7000  | 7000  | 7000  |          |       | $21,000
|Logistics         |                                  |       |       |       |       |          |       |        
|                  | Food & Lodging est$25/day        | 250   | 1000  | 500   | 750   |          |       | $2,500 
|                  | Travel-Sr. Geol expat            | 2000  |       |       |       |          |       | $2,000 
|                  | Travel-Jr. Geol                  |       | 500   |       |       |          |       | $500   
|                  | Vehicle-est $1500/mo             | 1500  | 1500  | 1500  | 1500  |          |       | $6,000 
|Field Activities  |                                  |       |       |       |       |          |       |        
|                  | Mapping- purch imagery est $2500 | 2500  |       |       |       |          |       | $2,500 
|                  | Thin sections/Microprobe         |       |       | 2500  |       |          |       | $2,500 
|                  | Trenching- excavator             |       | 10000 | 10000 |       |          |       | $20,000
|                  | Geochemistry-est 100smpls, $25ea |       |       |       | 2500  |          |       | $2,500 
|Office & Analysis |                                  |       |       |       |       |          |       |        
|                  | Computer entry & analysis        |       |       |       | 1,000 |          |       | $1,000 
|                  | Report & Recommend-Sr Geol       |       |       |       | 1,000 |          |       | $1,000 
|                  |                                  |       |       |       |       |          |       |        
|                  |                                  |       |       |       |       |          |       |        
|                  |                                  |       |       |       |       |          |       |        
|                  |                                  |       |       |       |       | Sbtot    |       | $84,000
|                  |                                  |       |       |       |       | 10%cont  |       | $ 8,400
|                  |                                  |       |       |       |       | Ph 1 Tot |       | $92,400

16

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Phase 2 Drill Program

|Description      | Explanation                     | Mth 1 | Mth 2 | Mth 3 | Mth 4 | Mth5     | Mth 6  | SbTot   
|---------------- | ------------------------------- | ----- | ----- | ----- | ----- | -------- | ------ | --------
|Personnel        |                                 |       |       |       |       |          |        |         
|                 | Sr.Geol-1/2mos, $750/day        |       |       |       |       | 3750     | 3750   | $ 7,500 
|                 | Jr. Geol-1mos,$350/day          |       |       |       |       | 7000     |        | $ 7,000 
|Logistics        |                                 |       |       |       |       |          |        |         
|                 | Food & Lodging est$25/day       |       |       |       |       | 500      |        | $ 500   
|                 | Travel-Sr. Geol expat           |       |       |       |       | 2000     |        | $ 2,000 
|                 | Travel-Jr. Geol                 |       |       |       |       | 500      |        | $ 500   
|                 | Vehicle-est $1500/mo            |       |       |       |       | 1500     | 1500   | $ 3000  
|Field Activities |                                 |       |       |       |       |          |        |         
|                 | Drilling  2500m H core@ $125/m |       |       |       |       | 312500   |        | $312,500
|                 | Field supplies                  |       |       |       |       | 500      |        | $ 500   
|                 | Drill Geochem-2500smpls, $25ea  |       |       |       |       |          | 62,500 | $ 62,500
|                 |                                 |       |       |       |       |          |        |         
|Office &         |                                 |       |       |       |       |          | 1000   | $ 1,000 
|Analysis         |                                 |       |       |       |       |          |        |         
|                 | Computer entry & analysis       |       |       |       |       |          | 1000   | $ 1,000 
|                 | Report & Recommend-Sr Geol      |       |       |       |       |          |        |         
|                 |                                 |       |       |       |       | Sbtot    |        | $398,000
|                 |                                 |       |       |       |       | 10% cont |        | $ 39,800
|                 |                                 |       |       |       |       | Ph 2 Tot |        | $437,800
|                 |                                 |       |       |       |       | Tot Prgm |        | $530,200

***Yura Project***

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

17

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Phase 1 Proposed Budget

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

Phase 2 Proposed Budget

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

Results of Operations

We are an exploration stage company and have not generated any
revenue to date. We have incurred recurring losses to date. Our financial
statements have been prepared assuming that we will continue as a going concern
and, accordingly, do not include adjustments relating to the recoverability and
realization of assets and classification of liabilities that might be necessary
should we be unable to continue in operation.

The summarized financial data set forth in the table below is
derived from and should be read in conjunction with our unaudited financial
statements for the three month period ended July 31, 2010 and July 31, 2009,
including the notes to those financial statements which are included in this
Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements.

18

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

|                                           |   |                           |     |  |               |   |   | For the     |  
|------------------------------------------ | - | ------------------------- | --- |  | ------------- | - | - | ----------- | -
|                                           |   |                           |     |  |               |   |   | Period from |  
|                                           |   |                           |     |  |               |   |   | April 20,   |  
|                                           |   |                           |     |  |               |   |   | 2004        |  
|                                           |   | Three Month Periods Ended |     |  | (inception)   |  
|                                           |   | July 31, 2010             |     |  | to            |  
|                                           |   | and July 31, 2009         |     |  | July 31, 2010 |  
|                                           |   | 2010                      |     |  | 2009          |   |   |             |  
|Expenses                                   |   |                           |     |  |               |   |   |             |  
|Bad Debt                                   |   | -                         |     |  | -             |   |   | 136,250     |  
|Depreciation                               |   | 14,799                    |     |  | 26,710        |   |   | 271,358     |  
|Donated services                           |   | -                         |     |  | -             |   |   | 25,500      |  
|Filing and transfer agent fees             |   | 1,603                     |     |  | 3,698         |   |   | 39,106      |  
|Impairment of mineral property
      costs |   | -                         |     |  | -             |   |   | 10,756,200  |  
|Management and administration fees         |   | 147,465                   |     |  | 135,567       |   |   | 1,963,344   |  
|Mineral exploration costs                  |   | 139,103                   |     |  | 169,678       |   |   | 4,802,502   |  
|Office and general                         |   | 56,488                    |     |  | 70,875        |   |   | 1,026,408   |  
|Professional fees                          |   | 37,719                    |     |  | 11,820        |   |   | 574,886     |  
|                                           | $ | 397,177 $                 |     |  | 418,348       |   | $ | 19,595,554  |  
|Other Income                               |   |                           |     |  |               |   |   |             |  
|Federal income tax recovery                |   | -                         |     |  | -             |   |   | 216,208     |  
|Gain on sale of fixed assets               |   | -                         |     |  | -             |   |   | 23,981      |  
|Interest income                            |   | -                         |     |  | -             |   |   | 68,046      |  
|Net Loss                                   | $ | (397,177                  | ) $ |  | (418,348      | ) | $ | (19,287,409 | )

Three Month Period Ended July 31, 2010 Compared to Three
Month Period Ended July 31, 2009.

During the three month periods ended July 31, 2010 and 2009, we
did not generate any revenue.

During the three month period ended July 31, 2010, we incurred
expenses of $397,177 compared to $418,348 incurred during the three month period
ended July 31, 2009 (a decrease of $21,171). These expenses incurred during the
three month period ended July 31, 2010 and July 31, 2009 consisted of: (i)
depreciation of $14,799 (2009: $26,710); (ii) filing and transfer agent fees of
$1,603 (2009: $3,698); (iii) management and administration fees of $147,465
(2009: $135,567); (iv) mineral exploration costs of $139,103 (2009: $169,678);
(v) office and general of $56,488 (2009: $70,875); and (vi) professional fees of
$37,719 (2009: $11,820). Total expenses incurred during the three month period
ended July 31, 2010 decreased compared to the three month period ended July 31,
2009 primarily due to decreased mineral exploration expenses, office and general
expenses and depreciation expenses between these two periods.

Our net loss for the three month period ended July 31, 2010 was
$397,177 compared to a net loss of $418,348 during the three month period ended
July 31, 2009 (a decrease of $21,171). Our net loss during the three month
period ended July 31, 2010 was $0.01 per share compared to a net loss $0.10 per
share during the three month period ended July 31, 2009. The weighted average
number of shares outstanding was 28,401,536 for the three month period ended
July 31, 2010 compared to 4,344,446 for the three month period ended July 31,
2009.

19

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Liquidity and Capital Resources

As at the three month period ended July 31, 2010, our current
assets were $18,878 and our current liabilities were $2,652,149, which resulted
in a working capital deficiency of $2,633,271. As at the three month period
ended July 31, 2010, current assets were comprised of $18,878 in cash. As at the
three month period ended July 31, 2010, current liabilities were comprised of:
(i) $756,500 in accounts payable and accrued liabilities; (ii) $1,244,942 due to
related parties; (iii) $459,337 in promissory notes payable, and (iv) $191,370
in convertible note.

As at the three month period ended July 31, 2010, our total
assets were $143,932 comprised of: (i) $18,878 in current assets; (ii) $125,046
in valuation of equipment and (iii) $8 in valuation of mineral properties,
compared to total assets of $176,971 as at our year ended April 20, 2010. The
slight decrease in total assets during the three month period ended July 31,
2010 was primarily due to the decrease in the valuation of equipment.

As at the three month period ended July 31, 2010, our total
liabilities were $2,652,149 comprised of $2,652,149 in current liabilities ,
compared to total liabilities of $2,288,011 as of our fiscal year ended April
30, 2010. The increase in liabilities during the three month period ended July
31, 2010 resulted from increased liabilities related to accounts payable and
accrued liabilities, promissory notes payable and amounts due to related
parties.

Stockholders deficit increased from $2,111,040 as at the
Companys year ended April 30, 2010 to $2,508,217 as at July 31, 2010.

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating
activities. For the three month period ended July 31, 2010, net cash flows used
in operating activities was $75,912, consisting primarily of a net loss of
$397,177, adjusted by $14,799 for depreciation, $17,028 for accrued interest
expense and $28,401 for accretion of interest on convertible notes. Net cash
flows used in operating activities was further changed by a decrease in other
receivables of $2,328, an increase in amounts due to related parties of
$104,064, and an increase in accounts payable and accrued liabilities of
$154,645.

For the three month period ended July 31, 2009, net cash flows
used in operating activities was $21,811 consisting primarily of a net loss of
$418,348, adjusted by $26,710 in depreciation, $25,250 for accrued interest
expense, and $11,876 in accretion of interest on convertible notes. Net cash
flows used in operating activities was further changed by a decrease of $1,118
in other receivables, an increase in amounts due to related parties of $223,699
and an increase in accounts payable and accrued liabilities of $107,884.

Cash Flows from Investing Activities

We did not have any cash flows from investing activities for
the three month period ended July 31, 2010 or for the three month period ended
July 31, 2009.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances
or the issuance of equity and debt instruments. For the three month period ended
July 31, 2010, net cash flows provided from financing activities was $60,000
compared to $20,000 for the three month period ended July 31, 2009. Cash flows
from financing activities for the three month period ended July 31, 2010
consisted of $60,000 from the issuance of a promissory note. Cash flows from
financing activities for the three month period ended July 31, 2009 consisted of
$20,000 from a promissory note payable.

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

20

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Plan of Operations

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

| | (a) | approximately $720,000 in the aggregate for the Phase I
      exploration programs at each of the Don Beno, Escondida and Yura
      properties; and   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                        
| | (b) | approximately $1,000,000 for management and
      administration fees, professional fees, and other general expenses over
      the next twelve months.

At July, 2010, we had cash of $18,878 and a working capital
deficit of $2,633,271. During the twelve month period following the date of this
report, we anticipate that we will not generate any revenue. Accordingly, we
will be required to obtain additional financing in order to pursue our plan of
operations for and beyond the next twelve months. Management anticipates that
further advances and debt instruments, and equity private placements will be
adequate to fund our operations over the next twelve months. We have no lines of
credit or other bank financing arrangements. Generally, we have financed
operations to date through the proceeds of the private placement of equity to
third parties, and debt instruments from related and non-related parties.

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

Material Commitments

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

Mineral Property Acquisition Agreement

In accordance with the terms and conditions of a Mineral
Property Acquisition Agreement dated April 12, 2007 and effective on May 7, 2007
(the Option Agreement), as entered into among us and each of Eduardo Esteffan
M., Fresia Sepulveda H., Eduardo Esteffan S., Gretchen Esteffan S., Claudio
Esteffan S. and Integrity Capital Group, LLC (collectively, the Vendors), the
Vendors granted to us the sole and exclusive option (the Option) to acquire a
100% undivided legal, beneficial and registerable interest in and to six
separate unencumbered mineral property interests totaling approximately 39,787
gross acres located in Chile, Peru and Mexico and targeting potential gold,
copper and platinum group prospects (collectively, the Property).

In order to complete the acquisition of the Property, three
wholly-owned subsidiaries in each of Peru, Chile and Mexico were incorporated by
us to beneficially hold property titles in each country in order to comply with
all applicable laws relating thereto. As of the date of this Quarterly Report,
all properties have been transferred to our wholly-owned subsidiary in Chile,
while Peru Property related interests have been executed for transfer by the
Vendors and have been submitted to Zoros Peruvian subsidiarys (Zoro Mining
SAC) property transfer notary to complete the transfer, pending the payment of
required fees. Property transfers in Mexico are pending from Aravena
Internacional SA to Aravena Mexicana SA in Mexico pending the payment of
required fees. 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. $0.00001 per common
share.

21

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As of the date of this Quarterly Report, we have paid and will
continue to pay to, or on the Vendors behalf, all underlying regulatory,
maintenance, and governmental payments and assessment work required to keep the
mineral property interests comprising the Property and any underlying option
agreements respecting any of the mineral property interests comprising the
Property in good standing through the calendar year of 2010.

Related Party Arrangements

During the three months ended July 31, 2010, we incurred
$22,500 (July 31, 2009: $22,500) to Dr. Hackman, our Vice President of
Explorations and a director, for geological services rendered, of which $127,448
was owed this director at July 31, 2010 for unpaid services and reimbursement of
expenses, with such costs recorded as mineral exploration costs (April 30, 2010:
$100,347).

During the three months ended July 31, 2010, we incurred to
Harold Gardner, Chairman /Vice President of Business Development and a director
of the Company, $22,500 (July 31, 2009: $22,500) for management of South
American exploration, with such costs recorded as mineral exploration costs. At
July 31, 2010, $549,812 (April 30, 2010: $512,359 ) was owed to this director
for unpaid fees and reimbursement of expenses.

During the three months ended July 31, 2010, we incurred to Mr.
Brodkey, our President/Chief Executive Officer and a director of the Company,
$35,344 (July 31, 2009: $37,745) for management services with respect to the
administration of the Company. At July 31, 2010, $187,716 (April 30, 2010:
$152,271) was owed to this officer at for unpaid services and reimbursement of
expenses.

During the three months ended July 31, 2010, we incurred a
total of $63,529 (July 31, 2009 - $109,846 ) to Gareste Limitada, a private
Chilean company with a director in common with us that provides exploration
services to us in Chile. An aggregate of $235,800 was owing at July 31, 2010
(April 30, 2010: $197,272).

We participate in a cost sharing arrangement with another
public company, Pacific Copper Corp. (with two directors in common with us) who
shares South American operating offices. The expenditures relate to shared
exploration staging and administration in similar operating areas of Chile and
Peru including shared site offices in each country, and in the United States.
During the fiscal year ended April 30, 2009, a total of $430,000 was advanced to
us from Pacific Copper Corp. by way of demand promissory notes. This amount is
unsecured, bears no interest and is repayable on demand. As at July 31, 2010,
$140,166 remains outstanding to Pacific Copper Corp. (April 30, 2010:
$160,000).

Convertible and Promissory Notes

On October 31, 2008, the Company issued a $200,000 6%
convertible note with a term to October 31, 2010 convertible into units at $3.20
per unit for a period of two years. Each unit is comprised of one common share
and one share purchase warrant exercisable for at $5 per share for a two year
term from the date of conversion. The convertible debt was allocated between its
debt and equity components on a relative fair value basis with the fair value of
the debt portion ($115,974) being determined based on an estimated fair value
discount rate of 15% and the fair value of the equity portion ($84,026) being
determined using the Black-Scholes pricing model for the embedded share and
warrant issuable upon conversion, and utilizing an expected life of 2 years, a
risk free interest rate average of 1.56%, a dividend yield of 0%, and an
expected volatility of 140%. On October 31, 2009, the parties to the convertible
note changed the conversion rights of accrued interest and principal to enable
conversion by the holder at the rate of US$0.40 per post consolidation share
without the requirement for issuance of warrants on conversion. The Company will
record further interest expense above the stated 6% per annum rate over the term
of the convertible note of $84,026 resulting from the difference between the
stated value and carrying value at the date of issuance using the effective
interest rate method. At July 31, 2010, $118,071 in accretion interest has been
recorded corresponding to an aggregate convertible note carrying value at that
date of $191,370.

During the year ended April 30, 2009, the Company borrowed
$437,000 from an unrelated company by way of promissory notes bearing interest
from 8% to 10% per annum and due twelve months from signing. During the year
ended April 30, 2010, the Company borrowed an additional $114,833 from this
unrelated company by way of promissory notes bearing interest from 8% to 10% per
annum and due twelve months from signing and also settled various amounts by way of stock issuances. During the three
months ended July 31, 2010, the Company borrowed an additional $60,000 from this
unrelated company by way of promissory notes bearing interest at 10% per annum
and due twelve months from signing. At July 31, 2010 the balance owing including
interest was $383,692 (April 30, 2010: $326,069).

22

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During the year ended April 30, 2009, the Company borrowed
$48,529 from an unrelated company by way of promissory notes bearing interest at
a rate of 8% per annum and due six months from signing. During the year ended
April 30, 2010, the Company borrowed an additional $19,000 from this unrelated
company by way of a promissory note bearing interest at 8% per annum and due
twelve months from signing and also settled various amounts by way of stock
issuances. At July 31, 2010, the balance owing including interest was $41,758
(April 30, 2010: $40,972).

During the year ended April 30, 2010, the Company borrowed
$32,000 at 8% interest from unrelated companies. At July 31, 2010, the balance
owing including interest was $33,887 (April 30, 2010: $33,550)

Lease Agreement Guarantor

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

Corporate Support Agreement

Effective January 1, 2007 as dated May 1, 2007, our Board of
Directors, pursuant to unanimous written consent in lieu of a meeting,
authorized and approved the execution of an eighteen month corporate support
agreement (the Corporate Support Agreement) with Sweetwater Capital Corp., a
private company organized under the laws of the Province of British Columbia,
Canada (SCC). In accordance with the terms and provisions of the Corporate
Support Agreement: (i) SCC shall provide us with corporate services including,
but not limited to, furnished offices, communication services, support services,
personnel, and other incidental services in order for us to be able to perform
our corporate business operations and activities in Vancouver, British Columbia;
(ii) SCC shall further provide at our request financial services, bookkeeping
and accounting services, formulation of budget plans, establishment of financial
relationships, and preparation and maintenance of proper accounting records; and
(iii) we shall pay SCC the aggregate monthly sum of CDN$15,000 plus goods and
services tax. Effective December 31, 2008, the monthly amount of the contract
was modified to US$12,000 per month. The corporate support agreements contract
term has lapsed and services continue to be provided on a month to month
basis.

Advisory Services Agreement

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

23

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Property Acquisition Agreement

Effective February 23, 2010, the Company entered into an Asset
Purchase Agreement with two vending parties to acquire a 100% interest in three
property mineral exploration concessions as an extension to the Companys
existing Yura gold prospect located 30 kilometers west of Arequipa, Peru (the
Fortuna Properties). Harold Gardner, an officer and Director of the Company,
is an indirect minority shareholder of one of the vending parties. Subject to
final due diligence and other customary closing conditions, the Company plans to
(i) issue 6,000,000 restricted shares of its common stock to the Vending
Parties; (ii) pay to the Vending Parties $100,000 prior to the closing of the
acquisition, $125,000 at the closing date, and $100,000 six months from the
closing date; and (iii) grant to the Vending Parties, a 2.5% net smelter return
(NSR) royalty on the proceeds of any production from the Fortuna Properties
capped at $20,000,000, 1.5% of which can be repurchased by the Company at any
time before commencement of any production for the sum of $8,000,000. The NSR
also calls for an advance minimum yearly payment of $100,000 to the Vending
Parties, which amounts are credited against any royalties ultimately payable.

Purchase of Significant Equipment

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

Off-Balance Sheet Arrangements

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

Going Concern

The independent auditors report accompanying our April 30,
2010 and 2009 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared assuming that we will continue as a
going concern, which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

Not required because we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As of July 31, 2010, we carried out an evaluation, under the
supervision and with the participation of our president (also our principal
executive officer), and our chief financial officer (also our principal
financial and accounting officer) of the effectiveness of our disclosure
controls and procedures. Based on the foregoing, our president and chief
financial officer concluded that our disclosure controls and procedures were not
effective in providing reasonable assurance in the reliability of our corporate
reporting as of the end of the period covered by this report due to certain
deficiencies that existed in the design or operation of our internal controls
over financial reporting as at our year ended April 30, 2010, as disclosed is our Annual
Report on Form 10-K for our fiscal year ended April 30, 2010, which may be
considered to be material weaknesses and which had not been resolved as of July
31, 2010.

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Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the three month period ended July
31, 2010 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated
by any governmental authority or any other party involving us or our properties.
As of the date of this report, no director, officer or affiliate is (i) a party
adverse to us in any legal proceeding, or (ii) has an adverse interest to us in
any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against us or our properties.

Item 1A. Risk Factors

Not required because we are a smaller reporting company.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved).

Not applicable.

Item 5. Other Information

None.

|Exhibit No. | Document                                                                                                                                                                                                                     
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                              
|3.1         | Articles of Incorporation (1)                                                                                                                                                                                                
|            |                                                                                                                                                                                                                              
|3.1.2       | Certificate of Change effective
      February 9, 2007 (2)                                                                                                                                                                   
|            |                                                                                                                                                                                                                              
|3.1.3       | Articles of Merger effective
      March 19, 2007 (2)                                                                                                                                                                        
|            |                                                                                                                                                                                                                              
|3.1.4       | Certificate of Change effective
      April 22, 2009 (3)                                                                                                                                                                     
|            |                                                                                                                                                                                                                              
|3.2         | Bylaws (1)                                                                                                                                                                                                                   
|            |                                                                                                                                                                                                                              
|10.1        | Mineral Assets Option Agreement
      dated September 23, 2009 among each of Gareste Limitada, Twaine Assets
  SA, Agosto Corporation Limited, Yu Cui, Zhao Heng, Ye
    Bin, Sun Suzhuan, Chen Zou and Zoro Mining Corp. (4)

25

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|10.2 | Asset Purchase Agreement dated February 22, 2010 between
      Zoro Mining Corp. and South American Inmobilaria S.A.C. and Donald Le Roy
      Stiles (5)             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                       
|31.1 | Certification of Chief Executive Officer Pursuant to Rule
  13a-14(a) or 15d-14(a) of the Securities Exchange Act.                                                    
|     |                                                                                                                                                                       
|31.2 | Certification of Chief Financial Officer Pursuant to Rule
    13a-14(a) or 15d-14(a) of the Securities Exchange Act.                                                  
|     |                                                                                                                                                                       
|32.1 | Certification of Chief Executive Officer and Chief
      Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of
      the Securities Exchange Act.

(1) Incorporated by reference from Form SB-2 filed with the SEC
on August 10, 2005. (2) Incorporated by reference from Form 8-A Registration
Statement filed with the SEC on April 5, 2007. (3) Incorporated by reference
from Form 8-K filed with the SEC on April 22, 2009.(4) Incorporated by
reference from Form 8-K/A filed with the SEC on October 19, 2009. (5)
Incorporated by reference from Form 8-K filed with the SEC on February 26, 2010.
(6) Incorporated by reference from Form 10-K filed with the SEC on August 13,
2010.

26

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SIGNATURES

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

| | ZORO MINING CORP.
| | -----------------
| |                  
| | By:              
| |                  
| |                  
| |                  
| |                  
| | By:              
| |                  
| |                  
| |                  

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