UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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 January 31, 2012

o	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 o

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 o No x

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 57,548,200 shares of common stock as of March 8, 2012.

ZORO MINING CORP.

Quarterly Report On Form 10-Q

For The Quarterly Period Ended

January 31, 2012

INDEX

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II – OTHER INFORMATION		38

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosure	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

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

Part I

Item 1. Financial Statements

The following unaudited interim financial statements of Zoro Mining Corp. are included in this quarterly report on Form 10-Q:

	Page
Interim Consolidated Balance Sheets as at January 31, 2012 (unaudited) and April 30, 2011 (audited)	4

Interim Consolidated Statements of Operations and Comprehensive Loss for the three and nine months periods ended January 31, 2012 and January 31, 2011 and for the period from inception (April 20, 2004) to January 31, 2012	5

Interim Consolidated Statements of Cash Flows for the nine months ended January 31, 2012 and January 31, 2011 and for the period from inception (April 20, 2004) to January 31, 2012	6

Interim Consolidated Statement of Stockholders’ Equity and Deficiency for the period from inception (April 20, 2004) to January 31, 2012	7 - 8

Condensed Notes to the Interim Consolidated Financial Statements	9

Zoro Mining Corp.

(An Exploration Stage Company)

Interim Consolidated Balance Sheets as at January 31, 2012 (unaudited) and April 30, 2011 (audited)

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

	January 31, 2012 $			April 30, 2011 $

CURRENT ASSETS
Cash		282,860			81,161
Other receivables and pre paid expenses		6,460			8,413

Total Current Assets		289,320			89,574

EQUIPMENT (Note 4)		38,841			81,555
MINERAL PROPERTIES		8			8

TOTAL ASSETS		328,169			171,137


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities

Accounts payable and accrued liabilities		774,655			805,637
Promissory notes payable (Note 6)		23,057			21,997
Liabilities payable in capital stock (Note 8)		1,600,000			-
Convertible Notes (Note 6)		200,000			201,691
Derivative Financial Instruments (Note 6)		0			47,382
Due to related parties (Note 5)		191,681			864,508

Total Current Liabilities		2,789,393			1,941,215

Total Liabilities		2,789,393			1,941,215

Stockholders’ Deficiency

Capital stock (Note 7) 180,000,000 common shares authorized, $0.00001 par value
57,448,200 shares issued and outstanding (April 30, 2011 – 36,971,108)		1,399			1,195
Additional paid-in capital		21,782,227			19,003,080
Subscriptions received		35,000			-
Donated capital		34,500			34,500
Deficit accumulated during the exploration stage		(24,314,350	)		(20,808,853	)


Total Stockholders’ Deficiency		(2,461,224	)		(1,770,078	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		328,169			171,137

GOING CONCERN (Note 2)

COMMITMENTS AND CONTINGENCIES (Note 8)

RELATED PARTY TRANSACTIONS (Note 5)

SUBSEQUENT EVENTS (NOTE 11)

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

Zoro Mining Corp.

(An Exploration Stage Company)

Interim Consolidated Statements of Operations and comprehensive loss for the three and nine months ended January 31, 2012 and January 31, 2011 and for the period from inception (April 20, 2004) to January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

	For the Three months Ended January 31, 2012			For the Three months Ended January 31, 2011 (Note 10)			For the Nine months Ended January 31, 2012			For the Nine months Ended January 31, 2011 (Note 10)			Cumulative since inception to January 31, 2012
	$			$			$			$			$
Expenses
Bad Debt		-			-			-			-			136,250
Depreciation		14,238			14,537			42,714			43,996			357,562
Donated services		-			-			-			-			25,500
Filing and transfer agent fees		6,366			3,151			15,119			13,257			69,697
Impairment of mineral property costs		-			-			-			-			10,756,200
Interest expense		12,998			28,961			52,622			93,426			343,640
Investor relations		4,526			122,499			20,200			238,630			392,691
Management and administration fees		315,441			140,472			503,828			443,479			2,875,963
Mineral exploration costs (Note 3)		2,000,466			98,540			2,220,107			316,693			7,601,059
Office and general		13,603			23,632			41,593			110,868			770,959
Professional fees		69,119			5,576			149,899			70,085			798,349
Salaries and consulting fees		-			-			450,000			-			450,000

		(2,436,757	)		(437,368	)		(3,496,082	)		(1,330,434	)		(24,577,870	)
Other income
Federal income tax recovery		-			-			-			-			216,208
Gain on sale of fixed assets		-			-			-			-			23,891
Derivative Gain (Loss) (Note 6)		-			-			(9,415	)		881			103
Extinguishment Loss on Debt Modification		-			-			-			-			(126,875	)
Gain on Debt Settlement		-			-			-			-			82,147
Interest income		-			-			-			-			68,046

Net loss and comprehensive loss		(2,436,757	)		(437,368	)		(3,505,497	)		(1,329,553	)		(24,314,350	)

Basic and diluted loss per common share		(0.05	)		(0.02	)		(0.08	)		(0.05	)

Weighted average number of common shares outstanding - basic and diluted		53,614,761			28,651,536			43,775,215			28,499,362

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

Zoro Mining Corp.

(An Exploration Stage Company)

Interim Consolidated Statements of Cash Flows for the nine months ended January 31, 2012 and January 31, 2011 and for the period from inception (April 20, 2004) to January 31, 2012

Amounts Expressed in U.S. dollars

(Unaudited - Prepared by Management)

	For the Nine Months Ended January 31, 2012 $			For the Nine Months Ended January 31, 2011 $ (Revised Note 10)			From April 20, 2004 (Date of Inception) to January 31, 2012 $
Cash Flows Used In Operating Activities

Net loss		(3,505,497	)		(1,329,553	)		(24,314,350	)
Adjustments to reconcile net loss to cash used in operating activities:
Federal income tax recovery		-			-			(216,208	)
Extinguishment loss on debt modification		-			-			126,875
Adjustment to fair value of derivative instruments		9,415			(881	)		(103	)
Amortization of debt discount		12,146			-			13,838
Depreciation		42,714			43,996			357,562
Non-cash management fees		-			143,582			429,293
Accrued interest income		-			-			(11,250	)
Shares issued for services		450,000			-			450,000
Gain on sale of fixed assets		-			-			(23,891	)
Accretion of interest on convertible note		-			6,726			32,121
Bad debt		-			-			136,250
Impairment of mineral properties		-			-			10,756,200
Gain on debt settlement		-			-			(82,147	)
Donated rent		-			-			9,000
Donated services		-			-			25,500
Change in operating assets and liabilities:
Decrease (increase) in other receivables and prepaid expenses		1,953			(6,750	)		(6,460	)
Increase in due to related parties		417,909			464,592			3,461,345
Increase (decrease) in accounts payable and accrued liabilities		1,570,078			566,793			3,016,616

Net Cash Used in Operating Activities		(1,001,282	)		(111,495	)		(5,839,809	)

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		-			84,874			927,611
Convertible note		-			-			242,500
Proceeds from common stock issuances and subscriptions		1,202,981			-			5,450,071

Net Cash From Financing Activities		1,202,981			84,874			6,620,182

Increase (Decrease) in Cash		201,699			(26,621	)		282,860

Cash – Beginning		81,161			34,790			–

Cash – Ending		282,860			8,169			282,860

Supplemental Disclosures
Interest paid		–			–			–
Income taxes paid		–			–			–
Shares issued for services		450,000			143,332			–

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

Zoro Mining Corp.

(An Exploration Stage Company)

Interim Consolidated Statement of Stockholders’ Equity and Deficiency

From April 20, 2004 (Date of Inception) to January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

							Additional Paid-in			Common Stock Subscrip-			Deficit Accumulated During the Exploration			Don- ated
	Common Stock						Capital			tions			Stage			Capital		Total
	#			$			$			$			$			$		$
Balance – April 20, 2004 (Date of Inception)		-			-			-			-			-			-		-
Issuance of common shares for cash at $.0002/share		7,200,000			1,440			(1,400	)		(40	)		-			-		-
Net loss for the period		-			-			-			-			(1,858	)		-		(1,858	)
Balance – April 30, 2004		7,200,000			1,440			(1,400	)		(40	)		(1,858	)		-		(1,858	)
Issuance of common shares for cash at $.0002/share		1,800,000			360			(350	)		(10	)		-			-		-
Share subscriptions received		-			-			-			40			-			-		40
Donated rent and services		-			-			-			-			-			10,500		10,500
Net loss for the year		-			-			-			-			(32,480	)		-		(32,480	)
Balance – April 30, 2005		9,000,000			1,800			(1,750	)		(10	)		(34,338	)		10,500		(23,798	)
Share subscriptions received		-			-			-			10			-			-		10
Donated rent and services		-			-			-			-			-			12,000		12,000
Net loss for the year		-			-			-			-			(12,690	)		-		(12,690	)
Balance – April 30, 2006		9,000,000			1,800			(1,750	)		-			(47,028	)		22,500		(24,478	)
Issuance of common shares for cash at $0.0544/share		1,822,500			364			100,886			-			-			-		101,250
Share subscriptions received		-			-			-			2,600,000			-			-		2,600,000
Donated rent and services		-			-			-			-			-			12,000		12,000
Net loss for the year		-			-			-			-			(220,450	)		-		(220,450	)
Balance – April 30, 2007		10,822,500			2,164			99,136			2,600,000			(267,478	)		34,500		2,468,322
Shares and warrants issued for private placement at $25 per unit		157,514			32			3,765,908			(2,600,000	)		-			-		1,165,940
Share cancellation		(6,642,500	)		(1,328	)		1,328			-			-			-		-
Fair value of warrants issued for mineral properties		-			-			840,000			-			-			-		840,000
Fair value of warrants issued for services		-			-			209,293			-			-			-		209,293
Net loss		-			-			-			-			(3,539,499	)		-		( 3,539,499	)
Balance – April 30, 2008		4,337,514			868			4,915,665			-			(3,806,977	)		34,500		1,144,056
Issuance of common shares for services		7,500			1			119,999			-			-			-		120,000
Net loss		-			-			-			-			(3,391,459	)		-		(3,391,459	)
Balance – April 30, 2009		4,345,014			869			5,035,664			-			(7,198,436	)		34,500		(2,127,403	)

Interim Consolidated Statement of Stockholders’ Equity and Deficiency – continued

Shares issued in exchange for retirement of notes and other debt	4,366,522	45	1,746,563		-	-		-	1,746,608
Shares issued for private placement at $0.50 per unit	290,000	3	134,847		-	-		-	134,850
Shares issued for mineral properties at $.50	19,400,000	193	9,699,807		-	-		-	9,700,000
Net loss	-	-	-		-	(11,617,028	)	-	(11,617,028	)
Balance – April 30, 2010	28,401,536	1,110	16,616,881		-	(18,815,464	)	34,500	(2,162,973
Issuance of common shares for services	250,000	2	99,998		-	-		-	100,000
Shares issued in exchange for retirement of notes and other debt	7,094,572	71	1,915,463		-	-		-	1,915,534
Loss on settlement of related party debt			(1,125	)		-		-	(1,125	)
Modification of convertible note	-	-	126,875		-	-		-	126,875
Shares issued for private placement at $0.20 per unit	1,225,000	12	244,988		-	-		-	245,000
Net loss	-	-	-		-	(1,993,389	)	-	(1,993,389	)
Balance – April 30, 2011	36,971,108	1,195	19,003,080			(20,808,853	)	34,500	(1,770,078	)
Convertible note converted to shares	1,067,312	11	70,623		-	-		-	70,634
Shares issued to officers as compensation	5,000,000	50	449,950		-	-		-	450,000
Gain on stock issued on related party debt settlements (Note 11)			436,425		-	-		-	436,425
Shares issued in exchange for retirement of notes and other debt	6,543,114	66	654,245			-		-	654,311
Shares issued for private placement at $0.15 per unit	7,866,666	77	1,167,904		-	-		-	1,167,981
Share subscriptions received					35,000				35,000
Net loss					-	(3,505,497	)	-	(3,505,497	)
Balance – January 31, 2012	57,448,200	1,399	21,782,227		35,000	(24,314,350	)	34,500	(2,461,224	)

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

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. Impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. The Company assesses the carrying costs for impairment at each fiscal quarter end. The Company has determined that all property payments are impaired and accordingly has written off the acquisition costs to project expense.

Share Splits

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

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

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

Principles of Consolidation

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

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 January 31, 2012, the Company has accumulated losses of $24,314,350 since inception and has a working capital deficiency of $2,500,073. 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, April 26, 2011 and November 3, 2011 the Company settled some of its existing debts with equity in order to reduce current liabilities and improve the overall financial condition of the Company. During the quarter ended January 31, 2012, the Company issued 7,866,666 shares of common stock under the first tranche of a private placement for gross proceeds of $1,180,000.

3.	Mineral Properties

	Nine months ended January 31, 2012		Nine months ended January 31, 2011
Chile
Drilling	$	-	$	-
Field supplies		3,544		3,325
Geological, mapping and survey		95,918		3,247
Property maintenance		2,481		2,333
Site administration		270,413		262,898
Travel		52,185		29,890
		424,541		301,693
Peru
Field supplies		16,677		-
Geological, mapping and survey		122,639		-
Property maintenance		67,302		-
Site administration		1,557,545		15,000
Travel		31,403		-
		1,795,566		15,000

Total	$	2,220,107	$	316,693

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

Equipment

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

	Cost		Accumulated Depreciation		Net Book Value		Net Book Value
	January 31,		January 31,		January 31,		April 30,
	2012		2012		2012		2011
North America
Computers	$	7,020	$	7,020	$	-	$	-
South America
Computers		3,315		3,299		16		17
Furniture		12,639		10,606		2,033		3,873
Exploration equipment		14,204		12,353		1,851		3,753
Vehicles		105,752		82,811		22,941		37,912
Earth moving equipment		159,999		147,999		12,000		36,000
		295,909		257,068		38,841		81,555

Total	$	302,929	$	264,088	$	38,841	$	81,555

5. Related Party Transactions

During the nine months ended January 31, 2012, 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.

incurred $67,500 (January 31, 2011: $67,500) to a director and officer of the Company for geological services rendered. An aggregate of $6,250 (April 30, 2011: $105,000) was owed this director at January 31, 2012 for unpaid services and reimbursement of expenses, with such costs recorded as mineral exploration costs;

incurred to a director and officer of the Company $67,500 (January 31, 2011: $67,500) for management of South American exploration with such costs recorded as administrative costs. An aggregate of $101,714 (April 30, 2011: $405,696) was owed to this director for unpaid fees and reimbursement of expenses;

incurred to a former director and officer of the Company $90,217 (January 31, 2011: $106,033) for management services with respect to the administration of the Company. An aggregate of $48,562 (April 30, 2011: $134,929) was owed to this officer at January 31, 2011 for unpaid services and reimbursement of expenses;

d)	paid an officer of the Company $17,993 (January 31, 2011: $30,850) for administrative services;

the Company incurred a total of $177,333 (January 31, 2011: $190,875) to a private Chilean company with a director in common that provides exploration services to the Company in Chile, with such costs recorded as exploration costs in Chile, South America. An aggregate of $15,232 (April 30, 2011: $139,754) was owing at January 31, 2012.

f)	paid an officer of the Company $19,237 (2011: $37,119) for accounting services;

g)	incurred to a company managed by an officer and director $22,500 (2011: $7,500) for administrative services. An aggregate of $19,923 (April 30, 2011: $Nil) was owed to this company at January 31, 2011 for unpaid services and unreimbursed expenses;

h)	issued 5,000,000 shares of common stock under restricted share agreements to various officers and directors: 2,000,000 shares were issued a director and officer; 2,000,000 shares were issued to a former officer and director; and 500,000 shares were issued each to two officers. (Note 7)

i)	gain on debt settlement in the amount of $436,425 included in additional paid in capital (see Note 7a)

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 $Nil was owing as at January 31, 2012 (April 30, 2011: $79,129).

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

5. Related Party Transactions - continued

During the year ended April 30, 2010 the Company acquired the right to receive $2,000 per month in lease payments from Pan American Lithium Corp. (Pan American) in connection with the Piedra Parada concessions. Pan American has one director and two officers in common with the Company. During the nine months ended January 31, 2012 the Company received payments totaling $22,000 (January 31, 2011: $18,000) from Pan American.

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

6.	Convertible and Promissory Notes and Derivative Financial Instruments

Convertible Notes

The carrying values of the Company’s convertible notes consist of the following as of January 31, 2012 and April 30, 2011:

Convertible Notes	January 31, 2012			April 30, 2011
$200,000 face value convertible note due January 31, 2011	$	(200,000	)	$	(200,000	)
$ 42,500 face value convertible note due November 16, 2011		--			(1,691	)
	$	(200,000	)	$	(201,691	)

$200,000 Convertible Note

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

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

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

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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

$42,500 Convertible Note

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

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

Conversion of $42,500 Convertible Note

Between August 18, 2011 and September 23, 2011, the holder of the $42,500 convertible note converted the entire principal amount into 1,067,312 shares common stock.

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

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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

Promissory Note

During the year ended April 30, 2010, the Company borrowed $20,000 at 6% interest from an unrelated party. At January 31, 2012, the balance owing including interest was $23,057 (April 30, 2011: $21,997).

Derivative Financial Instruments

The carrying value of the compound embedded derivatives is on the balance sheet, with changes in the carrying value being recorded as derivative loss on the income statement. The components of the compound embedded derivatives as of January 31, 2012 and April 30, 2011 are as follows:

	January 31, 2012				April 30, 2011
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values		Indexed Shares		Fair Values
$200,000 face value convertible note due January 31, 2011		-	$	-		-	$	-
$ 42,500 face value convertible note due November 16, 2011		-		-		423,055		47,382
		-	$	-		423,055	$	47,382

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and nine months ended January 31, 2012 and 2011, respectively:

The financings giving rise to derivative financial instruments and the income effects:	Three Months Ended January 31, 2012		Three Months Ended January 31, 2011
$200,000 face value convertible note due January 31, 2011	$	-	$	-
$ 42,500 face value convertible note due November 16, 2011		-		-
		-		-
Day-one derivative loss:
$ 42,500 face value convertible note due November 16, 2011		-		-

Total derivative gain (loss)	$	-	$	-

The financings giving rise to derivative financial instruments and the income effects:	Nine Months Ended January 31, 2012			Nine Months Ended January 31, 2011
$200,000 face value convertible note due January 31, 2011	$	-		$	881
$ 42,500 face value convertible note due November 16, 2011		(9,415	)		-
		(9,415	)		881
Day-one derivative loss:
$ 42,500 face value convertible note due November 16, 2011		-			-

Total derivative gain (loss)	$	(9,415	)	$	881

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

7.	Capital Stock

During the nine months ended January 31, 2012;

the Company issued 5,000,000 shares of the Company’s common stock under the Company’s 2008 Stock Incentive Plan to various officers and directors valued at $450,000 based on a closing price of $0.09 at the time of the agreements (Note 5(h));

the Company issued 1,067,312 shares of the Company’s common stock to the holder of a $42,500 convertible note who exercised the conversion right in four separate conversions. (Notes 6 and 9);

the Company issued 6,543,114 shares of the Company’s common stock to various officers and directors in exchange for retirement of debts owed by the Company in the aggregate amount of $1,090,736 and at a negotiated price of $0.1667 per share. At the time of the issuance the common shares of the Company were trading at $0.10 per share and at a market value of $654,311. Therefore, the Company recorded an unrealized gain Additional Paid in Capital of $436,425;

the Company issued 7,866,666 shares of the Company’s common stock under the first tranche of a private placement at a price of $0.15 per share for gross proceeds of $1,180,000. Each unit consists of one share of common stock and one half common stock share purchase warrant. The company paid a finders’ fee of $12, 020 in cash and issued 80,000 finders warrants.

The fair value of the finders’ warrants of $12,565 was determined using the Black-Scholes option pricing model with the following assumptions: risk-free rate of 0.61%, expected dividend yield of 0%, annualized volatility of 182.41% and expected life of two years.

b) Warrants:

Year ended April 30, 2011

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

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

Nine months ended January 31, 2012

On December 14, 2011and in connection with a private placement, the Company issued 3,933,333 warrants and 80,000 finders warrants to purchase common shares at a price of $0.15 until 24 months following the issue date.

The fair value of these warrants at the grant date was $617,803 and $12,565 respectively and was estimated using the Black Scholes option pricing model with an expected life of 2 years, a risk free interest rate of .061%, a dividend yield of 0% and an expected volatility of 182.41%.

Warrant transactions are summarized as follows:

	Number of Warrants			Weighted Average Exercise Price per Share ($)		Weighted Average Contractual Life Remaining (in Years)
Balance, April 30, 2007		-			-	-
Granted during the year		436,060			21.37	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	0.50
Granted during the year		1,225,000			.30	2.00
Balance, April 30, 2011		1,531,800			.39	1.25
Granted during the period		4,013,333			.25	1.9
Expired during the period		(306,800	)		.75	-
Balance, January 31, 2012		5,238,333			.26	1.7

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

7.	Capital Stock - continued

Share options:

On February 7, 2008, the Company adopted a stock option plan (the “2008 Stock Incentive Plan”) including both qualified and non-qualified share options not to exceed 15% of the issued and outstanding shares at any date. No share options have been granted at the date of these financial statements.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

8. Commitments and Contingencies

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

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

The Fritis property consists of 8 mineral exploration concessions covering approximately 2,300 hectares (5,683 acres), located roughly 40 kilometers to the south of Copiapó, Chile, via paved highway and improved roads, and at an elevation of 500 meters. These concessions appear to contain epithermal precious metals targets. The property was previously controlled by Teck-Cominco until mid-2009 when the concessions lapsed and were acquired by Gareste, who conducted a surface sampling program in late 2009. Zoro has identified several areas at the concessions which could be the targets of future exploration efforts. However, the Company has no current exploration plans for the remainder of 2012 for the Sierra Fritis property.

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

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

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

8. Commitments and Contingencies - continued

The Company has entered into an agreement dated October 11, 2010 with a consultant who will provide strategic planning, fund raising, and capital structuring advisory services for a term of nine months. In consideration for the services the company will issue 200,000 shares of its commons stock to the consultant, 100,000 of which will be delivered at the end of four months, and 100,000 of which will be delivered at the end of nine months. In addition the Company will issue 200,000 options to the consultant to purchase Company shares at such time as the company has closed on at least $2 million in net proceeds attributable to the efforts of the consultant. In addition and subject to certain conditions, the Company will issue to the consultant 100,000 options to purchase Company shares for every $1 million in additional net proceeds attributable to the efforts of the consultant. The shares were not issued as at January 31, 2012 due to a delay in starting the program.

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

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

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

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

8. Commitments and Contingencies - continued

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

On October 4, 2011 the Company announced that it had entered into a binding Letter of Intent with various parties (the “Yura Agreement”), to earn up to a 75% indirect interest in the consolidated Yura Mining District (roughly 7,200 hectares), located approximately 30 km west of Arequipa, Peru. Zoro has also entered into an agreement with Minex Ventures II, LLC (“Minex”), a privately-held US based limited liability company, to compensate Minex for consideration furnished to Zoro in the Yura District (“Minex Agreement”).

Zoro’s holdings (the “Zoro Properties”) in the Yura District consisted of over 2,100 hectares of exploration concessions acquired in 2007 by Zoro Peru S.A.C. (“Zoro Peru”), the Company’s 99%-owned subsidiary, in exchange for Zoro shares. In addition, Zoro in 2010 signed an agreement to acquire roughly 1,500 additional hectares comprising the Fortuna exploration claims, which required Zoro to issue 6 million shares of its restricted common stock and make staged payments totaling $325,000 to the Fortuna Vendors, who also reserved a 2.5% net smelter return royalty. The Fortuna purchase agreement was never closed.

The Yura Agreement in principal part provides for the following:

All of the rights, titles and interests to the Zoro Properties, Fortuna claims, and related assets, and the balance of the properties in the Yura District, are being conveyed to Formacion Yura Exploracion S.A.C. (“Yura Exploracion”)

To earn an undivided 50% indirect interest in the Yura District, Zoro has the responsibility under the Yura Agreement to complete a minimum $5.0 million exploration program within 30 months

Provided that the exploration program produces a minimum 600,000 ounce gold measured and indicated resource estimate at Yura, Zoro has the option to purchase an additional undivided 25% indirect interest in the Yura District for a minimum of $30 million

The Minex Agreement recognizes the contributions of Minex and consideration furnished on behalf of the Company, and provides the following key terms:

Minex has contributed or has caused to be contributed US$1.6 million for exploration, and concession and permitting maintenance expenses, and related overhead at the Zoro Properties

Minex has absolved the Company from the shares and monies otherwise payable to the Fortuna Vendors with respect to the acquisition of the Fortuna Properties totalling approximately 1,500 hectares of exploration concessions, which have now been contributed to the Yura Project

Minex has agreed to use its best efforts to raise an additional $1.2 million for Zoro, to fund the first phase exploration programs on the consolidated Yura Project

The Company and Minex agreed that the value of the Minex contributions is US$3 million and the Company has agreed to issue 18 million shares of its common stock to Minex or to those designated by Minex, subject to satisfying applicable securities law

Minex shall have the right to appoint two members to the Company’s Board of Directors

With respect to the Minex Agreement, as at January 31, 2012, the Company was in the process of amending the Minex Agreement with the following key change:

the agreed value of the Minex contributions under the original Minex Agreement is US$1.6 million instead of US$3 million and that the Company agrees to issue 10 million shares of common stock instead of 18 million shares of common stock to Minex or to those designated by Minex, subject to satisfying applicable securities laws.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

8. Commitments and Contingencies - continued

Effective on October 5, 2011, the Company authorized the settlement of debt with certain related creditors, which debt consisted of outstanding convertible notes, advances, promissory notes, services, accrued interest and other amounts aggregating $1,090,737 (the “Aggregate Debt”). On November 3, 2011, the Aggregate Debt was satisfied in accordance with the issuance of an aggregate 6,543,114 shares of the restricted common stock (the “Common Stock”) of the Company at $0.10 per share resulting in a gain on settlement of $436,425 included in additional paid in capital.

On December 22, 2011, but having an effective date of September 26, 2011, the Company entered into a consulting agreement with Minex (the “Consulting Agreement”) whereby Minex agreed to provide certain services related to the Yura Project and operations in Peru in general in exchange for $200,000 of which $175,000 has been paid as at January 31, 2012.

9. Fair Value Considerations

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

Level 1 valuations:

Quoted prices in active markets for identical assets and liabilities.

Level 2 valuations:

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

Level 3 valuations:

Significant inputs to valuation model are unobservable.

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s derivative financial instruments which are required to be measured at fair value on a recurring basis under of ASC 815 as of January 31, 2012 and April 30, 2011, respectively, are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

January 31, 2012

Fair Value Measurements Using:

Quoted Prices in Active Markets

(Level 1)

Significant Other Observable Inputs

(Level 2)

Significant Unobservable Inputs

(Level 3)

Assets (Liabilities) at Fair Value

Derivative liabilities

	April 30, 2011
	Fair Value Measurements Using:
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Assets (Liabilities) at Fair Value
Derivative liabilities	$	-	$	-	$	(47,382	)	$	(47,382	)

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

9. Fair Value Considerations - continued

The features embedded in the $42,500 face value convertible note were combined into one compound embedded derivative that the Company fair valued using the Binomial Lattice valuation model. The Binomial model was believed by management to be the best available technique for this compound derivative because, in addition to providing for inputs such as trading market values, volatilities and risk free rates, the Binomial Lattice model also embodies an assumption that provides for a vesting date, which is a necessary input for valuing this compound derivative since the compound derivative is not exercisable for six months after the issuance date. The following table sets forth the inputs for each significant assumption as of of the conversion dates (August 18, 2011, September 12, 2011, September 19, 2011, and September 23, 2011) and April 30, 2011:

The financings giving rise to derivative financial instruments	August 18, 2011		September 12, 2011		September 19, 2011		September 19, 2011		April 30, 2011
Conversion price	$	.0553	$	.0400	$	.0396	$	.0295	$	.1353
Volatility		101.92%		100.52%		98.67%		102.01%		93.75%
Term (years)		0.25		0.18		0.16		0.15		0.55
Risk-free rate		0.01%		0.01%		0.01%		0.01%		0.11%
Vesting date	08/14/2011		08/14/2011		08/14/2011		08/14/2011		08/14/2011

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

	Derivative Financial Instruments
	January 31, 2012			April 30, 2011
Beginning Balance	$	(47,382	)	$	(881	)
Total gains or losses (realized or unrealized):
Included in earnings		9,415			8,130
Convertible note conversions		37,967			8,130
Convertible note issuances		-			(54,631	)
Ending Balance	$	-		$	(47,382	)

10. Revisions to Financial Statements

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

10. Revisions to Financial Statements - continued

	3 Months Ended						9 Months Ended
	January 31, 2011 (Unaudited)						January 31, 2011 (Unaudited)
	Prior to Restatement			Restated			Prior to Restatement			Restated
Consolidated Statements of Operations and Comprehensive Loss
Interest expense (related to debt discount & 6% coupon)		3,371			3,025			65,122			12,776
Total operating expenses		440,393			437,368			1,385,459			1,330,434
Loss from operations		(440,393	)		(437,368	)		(1,385,459	)		(1,330,434	)
Derivative income					-			-			881
Total other income		-			-			-			881
Net loss		440,393	)		(437,368	)		(1,385,459	)		(1,329,553	)
Loss per weighted average number of shares outstanding – basis and fully diluted		(0.02	)		(0.02	)		(0.05	)		(0.05	)

Consolidated Statement of Cash Flows:
Net loss								(1,385,459	)		(1,329,553	)
Adjustment for:
Derivative income											(881	)
Interest expense											(55,025	)
Net cash used in operating activities								(111,495	)		(111,495	)

11. Subsequent Events

Subsequent to January 31, 2012 the Company issued 100,000 shares of the Company’s common stock to a consultant as settlement related to a cancelled contract.

Subsequent to January 31, 2012, the Company has received $181,500 related to the second tranche of a private placement offering of the “Units” consisting of one common share at $0.15 and ½ warrant to purchase one common share at $.25 for a period of two years.

On March 15, 2012 but having an effective date of September 27, 2011, the Company entered into an Amendment Agreement with Minex (the “Amendment Agreement”) whereby the parties agreed to amend the Minex Agreement so that the agreed value of the Minex contributions under the original Minex Agreement is US$1.6 million instead of US$3 million and that the Company agrees to issue 10 million shares of common stock instead of 18 million shares of common stock to Minex or to those designated by Minex, subject to satisfying applicable securities laws.

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 nine months ended January 31, 2012 and 2011 should be read in conjunction with our unaudited interim financial statements and related notes for the nine months ended January 31, 2012 and 2011. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements.

Overview of our Business

We were incorporated under the laws of the State of Nevada on April 20, 2004 under the name “Rochdale Mining Corp”. Effective March 19, 2007, we merged with a wholly-owned subsidiary, Zoro Mining Corp., pursuant to Articles of Merger filed with the Nevada Secretary of State. The merger was in the form of a parent/subsidiary merger with Rochdale Mining Corp. as the surviving corporation. Upon completion of the merger, our corporate name was changed to “Zoro Mining Corp.” and our Articles of Incorporation were amended to reflect this name change. As of the date of this Quarterly Report, we are engaged in the acquisition and exploration of mineral properties located in South America. After the effective date of our registration statement filed with the SEC (November 1, 2007), our shares were listed on the Over-the-Counter Bulletin Board, and our shares also trade on the OTCQB Exchange. Our current symbols are “ZORM.OB” and “ZORM.QB”.

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

Subsidiaries

During May 2007 through October 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 the title to our property interests in Peru will now be held by our subsidiary indirectly through the Yura Agreement described in note 8 above. The Mexican properties have lapsed due to non-payment of the concession maintenance fees.

Current Business Operations

We are a natural resource exploration company currently engaged in the exploration and acquisition of property located in South America. We plan to conduct exploration programs on our properties with the objective of ascertaining whether any of our properties contain economic concentrations of minerals that are prospective for mining. We currently have or can earn interests in an aggregate of approximately 34,215 acres located in Chile and approximately 17,792 acres in Peru, targeting gold, copper and platinum.

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

Location	Project	Exploration Target	Concession Hectares/Acres
Chile, South America	The Escondida Project	Gold, Platinum	2,700/6,668
Chile, South America	Don Beno Project	Gold, Copper	5,400/13,337
Chile, South America	Sierra Fritis Project	Gold, Copper	2,300/5,683
Chile, South America	Piedra Parada Project	Gold, platinum group metals	3,600/8,895(1)(2)
Peru, South America	The Yura Project	Gold	7,200/17,792(3)
		Total Net Hectares/Acres:	21,200/52,375

(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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

(3)	Zoro’s initial Yura Project interests are now subsumed within the Yura Agreement described in note 8 above, whereby Zoro can earn up to a 75% indirect interest in the 7,200 hectare Yura District.

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

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

An aeromagnetic compilation of the entire property

Concurrent with the aeromagnetic survey, conduct a radiometrics survey

A ground magnetic survey of the entire property

Geologic mapping of the entire property at a scale of 1:5,000 or 1:10,000

Sufficient geochemical sampling to establish a property-wide trace element distribution

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

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

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

Budget Estimate

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

Proposed Budget Phase 1

Activity	Description	Total
Geology
Geologic Mapping	60days @ $700/day	$	42,500
Structural Analysis	10days @ $700/day	$	7,000
Landsat Imagery & thematic analysis	Est. $25,000	$	25,000

Geochemistry
Rock chip sampling	45 days @ $500/day	$	22,500
Rock chip analyses	15 smpls/day x 45 x $35	$	23,625

Geophysical Surveys
Aeromagnetic Survey	15 days est. $35,000		35,000
Radiometrics Survey	Est. $50,000	$	50,000
Ground magnetometry+report	20 days @ $ 700/day	$	14,000
SubTotal		$	219,625
Contingency @ 10%			21,962
Phase 1 Total		$	241,587

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Proposed Budget Phase 2

Activity	Description		Total
Drill Program
Drill Mobilization Costs			$	25,000
Core Drilling	$	3000 m’s x 100/m	$	300,000

Geological & supervision	35 days @ $700		$	24,500
Analyses – rock	1500 samples at $35/sample		$	52,500

Support
Misc. supplies & materials	Estimate		$	5,000
Food & Lodging, 2 personnel	Estimate 60 days @ $300/day		$	18,000
Vehicles	Estimate 70 days @ $200/day		$	14,000
	Subtotal		$	439,000
Contingency @ 10%			$	43,900
Total			$	482,900

Escondida Project

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

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

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

Budget Estimate

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Proposed Budget Phase 1

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



						Sbtot		$	84,500
						10%cont		$	8,450
						Ph 1 Tot		$	92,950

Phase 2 Drill Program

Description	Explanation	Mth 1	Mth 2	Mth 3	Mth 4	Mth5	Mth 6	SbTot
Personnel
	Sr.Geol-1/2mos, $750/day					3750	3750	$	7,500
	Jr. Geol-1mos,$350/day					7000		$	7,000
Logistics
	Food & Lodging est$25/day					500		$	500
	Travel-Sr. Geol expat					2000		$	2,000
	Travel-Jr. Geol					500		$	500
	Vehicle-est $1500/mo					1500	1500	$	3000
Field Activities
	Drilling – 2500m H core@ $125/m					312500		$	312,500
	Drill Geochem-2500smpls, $25ea						62,500	$	62,500

Office & Analysis							1000	$	1,000
	Computer entry & analysis						1000	$	1,000
	Report & Recommend-Sr Geol
						Sbtot		$	397,500
						10% cont		$	39,750
						Ph 2 Tot		$	437,250
						Tot Prgm		$	530,200

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

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

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

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

Yura Project

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

1. Geologic mapping and sampling of existing exposures, principally roadcuts and prospect pits

2. Property-wide geochemical sampling to characterize the size and disposition of gold anomalies

3. Structural and alteration analysis utilizing landsat and thematic imagery

4. Trenching and new road construction in concert with additional geochemical sampling

5. Structural analysis and geologic mapping in secondary detail using aerial photography

6. Thin and polished section analysis of mineralized samples to determine mode of gold occurrence

7. Collection of a sizeable sample (approximately 500kg) of mineralized material to determine a suitable analysis methodology for exploration samples

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

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

Budget Estimate

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Phase 1 Proposed Budget

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

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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

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 and nine month periods ended January 31, 2012 and January 31, 2011, 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.

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

	For the Three months Ended January 31, 2012			For the Three months Ended January 31, 2011 (Note 10)			For the Nine months Ended January 31, 2012			For the Nine months Ended January 31, 2011 (Note 10)			Cumulative since inception to January 31, 2012
	$			$			$			$			$
Expenses
Bad Debt		-			-			-			-			136,250
Depreciation		14,238			14,537			42,714			43,996			357,562
Donated services		-			-			-			-			25,500
Filing and transfer agent fees		6,366			3,151			15,119			13,257			69,697
Impairment of mineral property costs		-			-			-			-			10,756,200
Interest expense		12,998			28,961			52,622			93,426			343,640
Investor relations		4,526			122,499			20,200			238,630			392,691
Management and administration fees		315,441			140,472			503,828			443,479			2,875,963
Mineral exploration costs (note 3)		2,000,466			98,540			2,220,107			316,693			7,601,059
Office and general		13,603			23,632			41,593			110,868			770,959
Professional fees		69,119			5,576			149,899			70,085			798,349
Salaries and consulting fees		-			-			450,000			-			450,000
		(2,436,757	)		(437,368	)		(3,496,082	)		(1,330,434	)		(24,577,870	)
Other income
Federal income tax recovery		-			-			-			-			216,208
Gain on sale of fixed assets		-			-			-			-			23,891
Derivative Gain (Loss) (Note 6)		-			-			(9,415	)		881			103
Extinguishment Loss on Debt Modification		-			-			-			-			(126,875	)
Gain on Debt Settlement		-			-			-			-			82,147
Interest income		-			-			-			-			68,046
Net loss		(2,436,757	)		(437,368	)		(3,505,497	)		(1,329,553	)		(24,314,350	)

Three month period ended January 31, 2012 Compared to Three month period ended January 31, 2011.

During the three month periods ended January 31, 2012 and 2011, we did not generate any revenue.

During the three month period ended January 31, 2012, we incurred expenses of $2,436,757 compared to $437,368 incurred during the three month period ended January 31, 2011 (an increase of $1,999,389). These expenses incurred during the three month period ended January 31, 2012 and January 31, 2011 consisted of: (i) depreciation of $14,238 (2011: $14,537); (ii) filing and transfer agent fees of $6,366 (2011: $3,151); (iii) management and administration fees of $315,441 (2011: $140,472); (iv) mineral exploration costs of $2,000,466 (2011: $98,540); (v) office and general of $13,603 (2011: $23,632); (vi) professional fees of $69,119 (2011: $5,576); (vii) interest expense of $12,998 (2011: $28,961); (viii) investor relations of $4,526 (2011: $122,499) and (ix) salaries and consulting fees of $nil (2011: $nil). Total expenses incurred during the three month period ended January 31, 2012 increased compared to the three month period ended January 31, 2011 primarily due to higher mineral explorations costs, management and administration fees and professional fees.

Our net loss for the three month period ended January 31, 2012 was $2,436,757 compared to a net loss of $437,368 during the three month period ended January 31, 2011 (an increase of $1,999,389). Our net loss during the three month period ended January 31, 2012 was $0.05 per share compared to a net loss $0.02 per share during the three month period ended January 31, 2011. The weighted average number of shares outstanding was 53,614,761 for the three month period ended January 31, 2012 compared to 28,651,536 for the three month period ended January 31, 2011.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Nine month period ended January 31, 2012 Compared to Nine month period ended January 31, 2011.

During the nine month periods ended January 31, 2012 and 2011, we did not generate any revenue.

During the nine month period ended January 31, 2012, we incurred expenses of $3,496,082 compared to $1,330,434 incurred during the nine month period ended January 31, 2011 (an increase of $2,165,648). These expenses incurred during the nine month period ended January 31, 2012 and January 31, 2011 consisted of: (i) depreciation of $42,714 (2011: $43,996); (ii) filing and transfer agent fees of $15,119 (2011: $13,257); (iii) management and administration fees of $503,828 (2011: $443,479); (iv) mineral exploration costs of $2,220,107 (2011: $316,693); (v) office and general of $41,593 (2011: $110,868); (vi) professional fees of $149,899 (2011: $70,085); (vii) interest expense of $52,622 (2011: $93,426); (viii) investor relations of $20,200 (2011: $238,630) and (ix) salaries and consulting fees of $450,000 (2011: $nil). Total expenses incurred during the nine month period ended January 31, 2012 increased compared to the nine month period ended January 31, 2011 primarily due to higher mineral exploration costs, management and administration fees, professional fees and salaries and consulting fees.

Our net loss for the nine month period ended January 31, 2012 was $3,505,497 compared to a net loss of $1,329,553 during the nine month period ended January 31, 2011 (an increase of $2,175,944). Our net loss during the nine month period ended January 31, 2012 was $0.08 per share compared to a net loss $0.05 per share during the nine month period ended January 31, 2011. The weighted average number of shares outstanding was 43,775,215 for the nine month period ended January 31, 2012 compared to 28,499,362 for the nine month period ended January 31, 2011.

Liquidity and Capital Resources

As at the nine month period ended January 31, 2012, our current assets were $289,320 and our current liabilities were $2,789,393, which resulted in a working capital deficiency of $2,500,073. As at the nine month period ended January 31, 2012, current assets were comprised of $282,860 in cash and $6,460 in other receivables and prepaid expenses. As at the nine month period ended January 31, 2012, current liabilities were comprised of: (i) $774,655 in accounts payable and accrued liabilities; (ii) $1,600,000 in capital stock payable; (iii) $191,681 due to related parties; (iv) $23,057 in promissory notes payable and (v) $200,000 in convertible notes.

As at the nine month period ended January 31, 2012, our total assets were $328,169 comprised of: (i) $289,320 in current assets; (ii) $38,841 in equipment and (iii) $8 in mineral properties, compared to total assets of $171,137 as at our year ended April 30, 2011. The increase in total assets during the nine month period ended January 31, 2012 was primarily due to an increase in cash.

As at the nine month period ended January 31, 2012, our current and total liabilities were $2,789,393 compared to total liabilities of $1,941,215 as of our fiscal year ended April 30, 2011. The increase in liabilities during the nine month period ended January 31, 2012 resulted from an increase in capital stock payable.

Stockholders’ deficit increased to $2,461,224 as at January 31, 2012 from $1,770,078 as at our year ended April 30, 2011.

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating activities. For the nine month period ended January 31, 2012, net cash flows used in operating activities was $1,001,282, consisting of a net loss of $3,505,497, adjusted by $42,714 for depreciation, $12,146 for amortization of debt discount, and ($9,415) for adjustment of fair value of compound embedded derivative. Net cash flows used in operating activities was further changed by a decrease in other receivables and prepaid expenses of $1,953, an increase in amounts due to related parties of $417,909, and an increase in accounts payable and accrued liabilities of $1,570,078.

For the nine month period ended January 31, 2011, net cash flows used in operating activities was $111,495 consisting of a net loss of $1,329,553, adjusted by $43,996 in depreciation and $6,726 in accretion of interest on convertible notes. Net cash flows used in operating activities was further changed by an increase of $6,750 in other receivables and prepaid expenses, an increase in amounts due to related parties of $464,592 and an increase in accounts payable and accrued liabilities of $566,793.

Cash Flows from Investing Activities

We did not have any cash flows from investing activities for the nine month period ended January 31, 2012 or for the nine month period ended January 31, 2011.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Cash Flows from Financing Activities

We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For the nine month period ended January 31, 2012, net cash flows provided from financing activities was $1,202,981 compared to $84,874 for the nine month period ended January 31, 2011. Cash flows from financing activities for the nine month period ended January 31, 2011 consisted of $1,202,981 from proceeds from common stock issuances and subscriptions. Cash flows from financing activities for the nine month period ended January 31, 2011 consisted of $84,874 from promissory notes 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.

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 January 31, 2012, we had cash of $282,860 and a working capital deficit of $2,500,073. 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.

Related Party Arrangements

We participate in a cost sharing arrangement with several other public companies. Pacific Copper Corp. (with two directors in common with us) and Pan American Lithium Corp. (one director and three officers in common) who indirectly share South American operating offices, and in Arizona also with Titan Iron Ore Corp. The expenditures relate to shared exploration staging and administration in similar operating areas of Chile and Peru including shared site offices in each country, and in the United States. During the fiscal year ended April 30, 2009, a total of $430,000 was advanced to us from Pacific Copper Corp. by way of demand promissory notes. This amount is unsecured, bears no interest and is repayable on demand of which $Nil was owing as at January 31, 2012 (April 30, 2011: $79,129).

During the nine months ended January 31, 2012, we incurred a total of $177,333 (nine months ended January 31, 2011 - $190,875) to a private Chilean company that provides exploration services to us in Chile via operator agreement, which company has a director in common with us. An aggregate of $15,232 was owing thereunder at January 31, 2012 (April 30, 2011 - $139,754).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

On August 29, 2011, we entered into certain Restricted Stock Agreements with our directors and officers under our 2008 Stock Incentive Plan whereby we issued an aggregate of 5,000,000 shares valued at $450,000 based on a closing price of $0.09 at the time of the agreements. Pursuant to the Restricted Stock Agreements, Mr. Andrew Brodkey received 2,000,000 shares, Mr. David Hackman received 2,000,000 shares, Mr. Frank Garcia received 500,000 shares and Ms. Jodi Henderson received 500,000 shares. A copy of the form of Restricted Stock Agreement is attached as Exhibit 10.19 to our Form 10-Q filed with the SEC on December 20, 2011.

Effective October 5, 2011, we entered into Settlement Agreements with respect to outstanding debts owed to certain creditors, which debts consisted of outstanding convertible notes, advances, promissory notes, services, accrued interest and other amounts aggregating $1,090,737. Pursuant to the Settlement Agreements: (i) Mr. Andrew Brodkey, our former President, CEO and director, converted $151,378 of services rendered to us for a total of 908,087 shares; (ii) Harold Gardner, who is our current President, CEO and a director, converted $507,723 owed to Pro Business Trust, which is beneficially owned by Mr. Gardner, and $289,136 owed to Gareste Limitada, which is 50% owned by Mr. Gardner and such debt was assigned to Mr. Gardner, for cash advanced to us, services rendered to us and third party payments on our behalf for a total of 4,780,198 shares; and (iii) David Hackman, who is one of our directors, converted $142,500 owed to Sage Associates, Inc., which is beneficially owned by Mr. Hackman, for services rendered to us for a total of 854,829 shares. On October 5, 2011 the share price was $0.10 resulting in a gain of $436,425 recorded in additional pain in capital. A copy of the form of Settlement Agreement was attached as Exhibit 10.20 to our Form 10-Q filed with the SEC on December 20, 2011.

$200,000 Convertible Note

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

$42,500 Convertible Note

On February 14, 2011, the Company for consideration received issued to a third-party a $42,500 8% convertible note with a term to November 16, 2011 (the “Maturity Date”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder’s option, at a 58% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 130% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 135% if prepaid 61 days following the closing through 90 days following the closing, (iii) 140% if prepaid 91 days following the closing through 120 days following the closing, (iv) 150% if prepaid 121 days following the closing through 180 days following the closing, and (v) 175% if prepaid 181 days following the closing through the maturity date. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest (the “default put”). During the nine months ended January 31, 2012, the convertible note was converted into 1,067,312 shares of the Company’s common stock.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Promissory Notes

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, 2011 or as amended or renewed. As at April 30, 2010, the gross value of the guarantee was $212,774. The lessee has defaulted on the lease and the lessee subsequently moved offices. The potential liability, if any, as a result of the lessee’s default due to joint and severable provisions relating to the lease guarantee is presently not determinable, and the Company has not been advised of the results, if any of negotiations by the lessee to settle this potential liability with the landlord.

Advisory and Capital Raise Services Agreements

On January 20, 2010 a vendor entered into a non-exclusive contract with the Company to provide financing and capital markets advisory services with the goal of raising equity funding for the Company. The term of the contract is from signing until January 31, 2011 and automatically renews in 90 day increments unless and until cancelled by either party. In consideration the Company agreed to pay the vendor a retainer fee of $10,000 plus 8% of any equity financing secured by the vendor. In the event the equity financing occurs with an entity introduced by certain excluded entities, the fee is reduced to 3%. In addition, the Company has agreed to issue the vendor share purchase warrants equal to 10% of the securities sold in such equity financing at a price of $0.70

and expiry date which is 3 years from the issue date. In the event the vendor secures debt financing, the fees paid to the vendor are as follows; 8% of the first $2,000,000, plus 6% of proceeds between, $2,000,001 and $7,000,000 if any, plus 4% of proceeds in excess of $7,000,000 if any. On March 10, 2011, the Company formally terminated this contract.

The Company has entered into an agreement dated October 11, 2011 with a consultant who will provide strategic planning, fund raising, and capital structuring advisory services for a term of nine months. In consideration for the services the company will issue 200,000 shares of its commons stock to the consultant, 100,000 of which will be delivered at the end of four months, and 100,000 of which will be delivered at the end of nine months. In addition the Company will issue 200,000 options to the consultant to purchase Company shares at such time as the company has closed on at least $2 million in net proceeds attributable to the efforts of the consultant. In addition and subject to certain conditions, the Company will issue to the consultant 100,000 options to purchase Company shares for every $1 million in additional net proceeds attributable to the efforts of the consultant. The shares were not issued as at January 31, 2012 due to a delay in starting the program.

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

On June 7, 2011, the Company entered into an exclusive contract with a different vendor, terminable on two month’s notice, to provide financing and share placement efforts with the goal of raising equity funding for the Company. In consideration the Company agreed to pay the vendor a retainer fee of $12,500, a monthly retainer of $7,000, plus 10% of the aggregate gross proceeds of any financing secured by the vendor. In addition, the Company agreed to issue the vendor share purchase warrants equal to 10% of the securities sold in such financing, on the same terms as the financing. On October 1, 2011, the Company provided notice of termination of this agreement to the vendor.

Consulting Agreement

On December 22, 2011, but having an effective date of September 26, 2011, the Company entered into a consulting agreement with Minex Ventures II, LLC (“Minex”), a Colorado limited liability company, whereby Minex will provide and perform for the benefit of the Company the following services: (i) assisting in the negotiation and facilitating the arrangements necessary to assemble the Yura Yebecahas Mining Project located in Arequipa, Peru (the “Yura Project”); (ii) assisting in the negotiation and facilitating a letter of intent with Formacion Yura Exploracion S.A.C., Donald Stiles and South American Immobiliara S.A.C. for a joint venture on the Yura Project; (iii) assisting in the negotiation with the owners of the approximately 1,500 hectares of exploration concessions (specifically known as the “Fortuna Properties”) to have the Fortuna Properties placed into the Yura Project; (iv) assisting the Company with engaging qualified and experienced geologists and other experienced exploration personnel required for any exploration programs on the Yura Project; (v) assisting the Company with raising equity capital on terms acceptable to the Company and Minex; (vi) assisting in the identification of gold exploration projects in Peru which may enhance shareholder value for the Company; (vii) assisting in the negotiation of all proposed or potential joint venture and/or financing arrangements in connection with the ongoing development of the Company; and (viii) assisting in and facilitating in the setting up of corporate alliances in Peru for the Company, or for any of the Company’s subsidiaries, as the case may be and as may be determined by the Company in its sole and absolute discretion, with potential and strategic business and financial partners for the purposes of the ongoing development and financing of the Company. In consideration for the services the Company will pay a consulting fee of $200,000 of which an initial $100,000 of the fee has already been paid to Minex prior to execution of the consulting agreement and a further $100,000 is to be paid to Minex on or before March 31, 2012. The services to be provided under the consulting agreement have been substantially completed by December 31, 2011. A copy of the consulting agreement is attached hereto as Exhibit 10.23.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Property Acquisition Agreements

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

The Company entered into an Asset Purchase Agreement (the “Fortuna 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. Harold Gardner, an officer and director of the Company, is an indirect minority shareholder of one of the vending parties. Subject to final due diligence, the lifting of the Cease Trade Order (which occurred on October 21, 2010), and other customary closing conditions, the Company planned 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 called for an advance minimum yearly payment of $100,000 to the Vending Parties, which amounts are credited against any royalties ultimately payable. This Fortuna Agreement was never closed and the Fortuna Properties were folded into the Yura Agreement described below.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

On October 4, 2011 the Company announced that it had entered into a binding Letter of Intent with various parties (the “Yura Agreement”), to earn up to a 75% indirect interest in the consolidated Yura Mining District (roughly 7,200 hectares), located approximately 30 km west of Arequipa, Peru. The Company has also entered into an agreement with Minex Ventures II, LLC (“Minex”), to compensate Minex for consideration furnished to or on behalf of the Company for both pre-existing and future obligations owed by the Company in the Yura District (“Minex Agreement”).

The Company’s holdings (the “Zoro Properties”) in the Yura District consisted of over 2,100 hectares of exploration concessions acquired in 2007 by Zoro Peru S.A.C. (“Zoro Peru”), the Company’s 99%-owned subsidiary, in exchange for shares of our common stock.

The Yura Agreement in principal part provides for the following:

·	All of the rights, titles and interests to the Zoro Properties, Fortuna Properties, and related assets, and the balance of the properties in the Yura District, are being conveyed to Formacion Yura Exploracion S.A.C. (“Yura Exploracion”)

·	To earn an undivided 50% indirect interest in the Yura District, Zoro has the responsibility under the Yura Agreement to complete a minimum $5.0 million exploration program within 30 months

·	Provided that the exploration program produces a minimum 600,000 ounce gold measured and indicated resource estimate at Yura, the Company has the option to purchase an additional undivided 25% indirect interest in the Yura District for a minimum of $30 million

A copy of the Yura Agreement is attached hereto as Exhibit 10.21.

The Minex Agreement recognizes the contributions of Minex and consideration furnished on behalf of the Company, and provides the following key terms:

·	Minex has contributed or has caused to be contributed US$1.6 million for exploration, and concession and permitting maintenance expenses, and related overhead at the Zoro Properties

·	Minex has absolved the Company from the shares and monies otherwise payable to the Fortuna Vendors with respect to the acquisition of the Fortuna Properties totalling approximately 1,500 hectares of exploration concessions, which have now been contributed to the Yura Project

·	Minex has agreed to use its best efforts to raise an additional $1.2 million for the Company, to fund the first phase exploration programs on the consolidated Yura Project

·	The Company and Minex agreed that the value of the Minex contributions is US$3 million and the Company has agreed to issue 18 million shares of its common stock to Minex or to those designated by Minex, subject to satisfying applicable securities law

·	Minex shall have the right to appoint two members to the Company’s Board of Directors

A copy of the Minex Agreement is attached hereto as Exhibit 10.22.

A copy of the Amendment Agreement is attached hereto as Exhibit 10.24.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Investor Relations Consulting Agreement

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

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

Purchase of Significant Equipment

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

Off-Balance Sheet Arrangements

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

Going Concern

The independent auditors’ report accompanying our April 30, 2011 and 2010 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Recent Accounting Pronouncements

On November 1, 2010, the Company adopted ASU 2010-06. ASU 2010-06 updates FASB ASC 820, Fair Value Measurements. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. There was no material impact on the Company’s financial statements related to the adoption of this guidance.

Business Combinations: In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations.” The new guidance specifies that when comparative financial statements are presented, the revenue and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The new guidance applies prospectively to us for business combinations which occur on or after November 1, 2011. The impact of these new provisions on our consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummate in the future.

Fair Value: In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GAAP or International Financial Reporting Standards (“IFRSs”). The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements. The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

Comprehensive Income: In June 2011, the FASB issued ASU 2011-05 (including ASU 2011-12 update), “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” The new guidance requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. If presented in a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with a total of comprehensive income in that statement. If presented in the two-statement approach, the first statement which is the statement of net income, should present components of net income and total net income followed consecutively by a second statement which is the statement of other comprehensive income, that should present the components of other comprehensive income, total other comprehensive income and a total amount for comprehensive income. Regardless of the method used, the entity if required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The new guidance is effective retrospectively for fiscal years, and interim periods within those fiscal years beginning after December 15, 2011. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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 January 31, 2012, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer), and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting as at our year ended April 30, 2011, as disclosed in our Annual Report on Form 10-K for our fiscal year ended April 30, 2011, which may be considered to be material weaknesses and which had not been resolved as of January 31, 2012.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our fiscal quarter ended January 31, 2012 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

Part II

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this 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

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

On November 3, 2011, we issued 6,543,114 shares of our common stock to three individuals, which are related parties, pursuant to Settlement Agreements with respect to the conversion of outstanding debts owed to such related parties in the aggregate amount of $1,090,737 at a price of $0.10 per share. We believe that the issuances are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as the offer and sale of securities did not involve a public offering.

On December 13, 2011, we accepted twelve subscription agreements and issued an aggregate of 7,866,666 units of our company to twelve investors at a price of $0.15 per unit for gross proceeds of $1,180,000. Each unit is comprised of one share of our common stock and one half of one share purchase warrant. One whole share purchase warrant is exercisable into one share of our common stock at an exercise price of $0.25 per share until December 13, 2013. We issued the securities to six non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

On February 9, 2012, we issued 100,000 shares of our common stock to a consultant as settlement related to a cancelled contract whereby an agreed amount owing to the consultant of $14,000 was converted at a price of $0.14 per share. We relied on exemptions from registration under the Securities Act provided by Rule 903 of Regulation S as the shares were issued to non-U.S. persons through an offshore transaction which was negotiated and consummated outside of the United States.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Item 5. Other Information - continued

On February 9, 2012, we issued 100,000 shares of our common stock to a consultant as settlement related to a cancelled contract with respect to the conversion of outstanding debts owed to such entity in the amount of $14,000 at a price of $0.14 per share.

Item 6. Exhibits

Exhibit No.	Document
3.1	Articles of Incorporation (1)
3.1.2	Certificate of Change effective February 9, 2007 (2)
3.1.3	Articles of Merger effective March 19, 2007 (2)
3.1.4	Certificate of Change effective April 22, 2009 (3)
3.2	Bylaws (1)
10.1	Mineral Assets Option Agreement dated September 23, 2009 among each of Gareste Limitada, Twaine Assets SA, Agosto Corporation Limited, Yu Cui, Zhao Heng, Ye Bin, Sun Suzhuan, Chen Zou and Zoro Mining Corp. (4)
10.2	Asset Purchase Agreement dated February 22, 2010 between Zoro Mining Corp. and South American Inmobilaria S.A.C. and Donald Le Roy Stiles (5)
10.3	Binding Letter of Intent for Participation in the Escondida Project dated March 31, 2011(6)
10.4	Settlement Agreement between the Company and Andrew Brodkey, dated August 15, 2009(8)
10.5	Settlement Agreement between the Company and Harold Gardner, dated August 15, 2009(8)
10.6	Settlement Agreement between the Company and Harold Gardner, dated August 15, 2009(8)
10.7	Settlement Agreement between the Company and Sage Associates Inc., dated August 15, 2009(8)
10.8	Settlement Agreement between the Company and Pro Business Trust, dated August 15, 2009(8)
10.9	Debt Assignment Agreement among the Company, Gareste Limitada, and Harold Gardner, dated August 17, 2009(8)
10.10	Mineral Property Acquisition Agreement, dated for reference as fully executed on April 12, 2007, as entered into as entered between Zoro Mining Corp. and each of Eduardo Esteffan M., Fresia Sepulveda H., Eduardo Esteffan S., Gretchen Esteffan S., Claudio Esteffan S. and Integrity Capital Group, LLC (7)
10.11	Corporate Support Agreement between the Company and Sweetwater Capital Corp., dated May 1, 2007(8)
10.12	Convertible Note in the principal amount of $200,000, dated November 7, 2008(8)
10.13	Promissory Note between the Company and Sweetwater Capital, dated September 12, 2008(8)
10.14	Promissory Note between the Company and Woodburn Holdings Ltd., dated October 2, 2009(8)
10.15	Promissory Note from the Company to 1218716 Alberta Ltd., dated September 16, 2009(8)
10.16	Promissory Note between the Company and WestPeak Ventures of Canada Ltd., dated September 17, 2008(8)
10.17	Promissory Note between the Company and Timothy Brock., dated November 28, 2008(8)
10.18	Advisory Services Agreement between the Company and Viewpoint Securities, LLC, dated January 8, 2010(8)
10.19	Form of Restricted Stock Agreement, dated August 29, 2011(9)
10.20	Form of Settlement Agreement, dated October 11, 2011(9)
10.21	Binding Letter of Intent for Participation in Yebecahas Mineral Concessions, dated September 27, 2011*
10.22	Agreement between the Company and Minex Ventures II, LLC, dated September 27, 2011*
10.23	Consulting Agreement between the Company and Minex Ventures II, LLC, dated December 22, 2011, but having an effective date of September 26, 2011.*
10.24	Amendment Agreement between the Company and Minex Ventures II, LLC, dated March 15, 2012*
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.*

*	Filed herewith.

(1)	Incorporated by reference from Form SB-2 filed with the SEC on August 10, 2005.

(2)	Incorporated by reference from Form 8-A Registration Statement filed with the SEC on April 5, 2007.

(3)	Incorporated by reference from Form 8-K filed with the SEC on April 22, 2009.

(4)	Incorporated by reference from Form 8-K/A filed with the SEC on October 19, 2009.

(5)	Incorporated by reference from Form 8-K filed with the SEC on February 26, 2010.

(6)	Incorporated by reference from Form 8-K filed with the SEC on April 6, 2011.

(7)	Incorporated by reference from Form 8-K filed with the SEC on April 16, 2007.

(8)	Incorporated by reference from Form 10-K filed with the SEC on August 17, 2011.

(9)	Incorporated by reference from Form 10-Q filed with the SEC on December 20, 2011.

SIGNATURES

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

	ZORO MINING CORP.

	By:	/s/ Harold Gardner
		Harold Gardner
		Interim Chief Executive Officer, President and a director

		Date: March 21, 2012



	By:	/s/ Frank Garcia
		Frank Garcia
		Chief Financial Officer

		Date: March 21, 2012

Zoro Mining Corp. 10-Q