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 ~~October~~January 31, ~~2012~~2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____

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. 59,869,325 shares of common stock as of ~~December~~March 1025, ~~2012~~2013.

ZORO MINING CORP.

Quarterly Report On Form 10-Q

For The Quarterly Period Ended

~~October~~January 31, ~~2012~~2013

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	2325
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3537
Item 4.	Controls and Procedures	3537
PART II – OTHER INFORMATION		3538
Item 1.	Legal Proceedings	3538
Item 1A.	Risk Factors	3638
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3638
Item 3.	Defaults Upon Senior Securities	3639
Item 4.	Mine Safety Disclosures	3639
Item 5.	Other Information	3639
Item 6.	Exhibits	3740

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, 2012, 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 October 31, 2012 (unaudited) and April 30, 2012 (audited)	4
Interim Consolidated Balance Sheets as at January 31, 2013 (unaudited) and April 30, 2012 (audited)	4
Interim Consolidated Statements of Operations and Comprehensive Loss for the three and six month periods ended October 31, 2012 and October 31, 2011 and for the period from inception (April 20, 2004) to October 31, 2012	5
Interim Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended January 31, 2013 and January 31, 2012 and for the period from inception (April 20, 2004) to January 31, 2013	5
Interim Consolidated Statements of Cash Flows for the periods ended October 31, 2012 and October 31, 2011 and for the period from inception (April 20, 2004) to October 31, 2012	6
Interim Consolidated Statements of Cash Flows for the periods ended January 31, 2013 and January 31, 2012 and for the period from inception (April 20, 2004) to January 31, 2013	6
Interim Consolidated Statement of Stockholders’ Equity (Deficiency) for the period from inception (April 20, 2004) to October 31, 2012	7 - 8
Interim Consolidated Statement of Stockholders’ Equity (Deficiency) for the period from inception (April 20, 2004) to January 31, 2013	7 - 8
Condensed Notes to the Interim Consolidated Financial Statements	9

Zoro Mining Corp.

(An Exploration Stage Company)

Interim Consolidated Balance Sheets as at ~~October~~January 31, ~~2012~~2013 (unaudited) and April 30, 2012 (audited)

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

	October 31, 2012 $			April 30, 2012 $
	January 31, 2013 $			April 30, 2012 $
CURRENT ASSETS
Cash		~~806~~6,535			9,181
Other receivables		62,~~518~~947			6,476
Total Current Assets		79,~~324~~482			15,657
Mineral Properties		5			5
TOTAL ASSETS		79,~~329~~487			15,662
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities		1,~~102~~372,~~697~~908			717,280
Promissory notes payable (Note 6)		225,650			224,649
Promissory notes payable (Note 6 (a))		226,171			224,649
Convertible notes payable (Note 6 (b))		129,389			-
Liabilities payable in capital stock (Note 8)		1,600,000			1,600,000
Due to related parties (Note 5)		~~709~~892,~~437~~190			184,886
Total Current Liabilities		34,~~637~~220,~~784~~658			2,726,815
Total Liabilities		34,~~637~~220,~~784~~658			2,726,815
Stockholders’ Deficiency
Capital stock (Note 7) 180,000,000 common shares authorized, $0.00001 par value
59,869,325 shares issued and outstanding (April 30, 2012 – 57,645,991)		1,424			1,402
Additional paid-in capital		22,154,369			21,820,891
Subscriptions received		-			333,500
Donated capital		34,500			34,500
Deficit accumulated during the exploration stage		(2526,~~820~~401,~~748~~464	)		(24,901,446	)
Total Stockholders’ Deficiency		(34,~~630~~211,~~455~~171	)		(2,711,153)	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		79,~~329~~487			15,662

GOING CONCERN (Note 2)

COMMITMENTS AND CONTINGENCIES (Note 8)

RELATED PARTY TRANSACTIONS (Note 5)

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 ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 and ~~October~~January 31, ~~2011~~2012 and for the period from inception (April 20, 2004) to ~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

	For the Three months Ended October 31, 2012			For the Three months Ended October 31, 2011			For the Six months Ended October 31, 2012			For the Six months Ended October 31, 2011			Cumulative since inception to October 31, 2012
	For the Three months Ended January 31, 2013			For the Three months Ended January 31, 2012			For the Nine months Ended January 31, 2013			For the Nine months Ended January 31, 2012			Cumulative since inception to January 31, 2013
	$			$			$			$			$
Expenses
Bad Debt		-			-			-			-			136,250
Depreciation		-			14,238			-			2842,~~476~~714			371,800
Donated services		-			-			-			-			25,500
Filing and transfer agent fees		2,~~489~~548			76,~~334~~366			46,~~414~~962			815,~~753~~119			7982,~~968~~516
Impairment of mineral property costs		-			-			-			-			10,756,203
Interest expense		13,~~152~~397			2012,~~475~~998			2639,~~305~~702			3952,~~624~~622			~~387~~401,~~653~~050
Investor relations		-			24,~~430~~526			-			1520,~~674~~200			414,691
Management and administration fees		82104,~~440~~068			90315,~~137~~441			~~191~~295,~~594~~662			~~188~~503,~~387~~828			3,~~256~~360,~~309~~377
Mineral exploration costs (Note 3)		316,446			145,447			637,358			219,641			8,526,089
Mineral exploration costs (Note 4)		360,836			2,000,466			998,194			2,220,107			8,886,925
Office and general		614,~~659~~257			713,~~006~~603			2337,~~046~~303			2741,~~990~~593			~~829~~843,~~703~~960
Professional fees		1821,~~612~~220			4469,~~912~~119			3657,~~585~~805			80149,~~780~~899			~~873~~894,~~444~~664
Salaries and consulting fees		-			~~450,000~~-			-			450,000			450,000
		(439,798	)		(781,979	)		(919,302	)		(1,059,325	)		(26,107,610	)
		(516,326	)		(2,436,757	)		(1,435,628	)		(3,496,082	)		(26,623,936	)
Other income (loss)
Federal income tax recovery		-			-			-			-			216,208
Gain on sale of fixed assets		-			-			-			-			23,891
Derivative Gain (Loss) (Note 6)		-(64,390	)		~~(11,447~~-	)		-(64,390	)		(9,415	)		~~103~~(64,287	)
Extinguishment Loss on Debt Modification		-			-			-			-			(126,875	)
Gain on Debt Settlement		-			-			-			-			130,093
Impairment of Equipment		-			-			-			-			(24,604	)
Interest income		-			-			-			-			68,046
Net loss and comprehensive loss		(~~439~~580,~~798~~716	)		(~~793~~2,~~426~~436,757	)		(~~919~~1,~~302~~500,018	)		(13,~~068~~505,~~740~~497	)		(2526,~~820~~401,~~748~~464	)
Basic and diluted loss per common Share		(0.01	)		(0.02	)		(0.015	)		(0.03	)
Basic and diluted loss per common share		(0.01	)		(0.05	)		(0.03	)		(0.08	)
Weighted average number of common shares outstanding - basic and diluted		59,~~683~~869,~~673~~325			4053,~~739~~614,~~776~~761			59,~~330~~509,~~213~~917			3843,~~855~~775,~~442~~215

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 ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 and ~~October~~January 31, ~~2011~~2012 and for the period from inception (April 20, 2004) to ~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

			For the Six Months Ended October 31, 2012 $				For the Six Months Ended October 31, 2011 $				From April 20, 2004 (Date of Inception) to October 31,2012 $
	For the Nine Months Ended January 31, 2013 $				For the Nine Months Ended January 31, 2012 $				From April 20, 2004 (Date of Inception) to January 31, 2013 $
Cash Flows Used In Operating Activities
Net loss		(1,500,018	)	~~(919,302~~	)	(3,505,497	)	~~(1,068,740~~	)	(26,401,464	)	~~(25,820,748~~	)
Adjustments to reconcile net loss to cash used in operating activities:
Impairment of equipment				-				-				24,604
Financing costs		5,000				-				5,000
Federal income tax recovery				-				-				(216,208	)
Impairment of equipment		-				-				24,604
Extinguishment loss on debt modification				-				-				126,875
Federal income tax recovery		-				-				(216,208	)
Adjustment to fair value of derivative instruments				-				9,415				(103	)
Extinguishment loss on debt modification		-				-				126,875
Amortization of debt discount				-				12,146				13,837
Adjustment to fair value of derivative instruments		64,390				9,415				64,287
Depreciation				-				28,475				371,800
Amortization of debt discount		-				12,146				13,837
Non-cash management fees				-				-				429,293
Depreciation		-				42,714				371,800
Accrued interest income				-				-				(11,250	)
Non-cash management fees		-				-				429,293
Shares issued for services				-				450,000				488,667
Accrued interest income		-				-				(11,250	)
Gain on sale of fixed assets				-				-				(23,891	)
Shares issued for services		-				450,000				488,667
Accretion of interest on convertible note				-				-				32,121
Gain on sale of fixed assets		-				-				(23,891	)
Bad debt				-				-				136,250
Accretion of interest on convertible note		-				-				32,121
Impairment of mineral properties				-				-				10,756,203
Bad debt		-				-				136,250
Gain on debt settlement				-				-				(130,093	)
Impairment of mineral properties		-				-				10,756,203
Donated rent				-				-				9,000
Gain on debt settlement		-				-				(130,093	)
Donated services				-				-				25,500
Donated rent		-				-				9,000
Change in operating assets and liabilities:
Donated services		-				-				25,500
Decrease (increase) in other receivables and prepaid expenses				(42	)			1,905				(6,518	)
Change in operating assets and liabilities:
Increase in due to related parties				524,551				482,412				3,979,103
Decrease (increase) in other receivables		3,529				1,953				(2,947	)
Increase (decrease) in accounts payable and accrued liabilities				386,418				8,138				3,395,195
Increase in due to related parties		730,903				417,909				4,185,455
Net Cash Used in Operating Activities				(8,375	)			(76,249	)			(6,420,363	)
Increase (decrease) in accounts payable and accrued liabilities		633,550				1,570,078				3,642,327
Cash Flows Used In Investing Activities
Net Cash Used in Operating Activities		(62,646	)			(1,001,282	)			(6,474,634	)
Purchase of equipment				-				-				(518,513	)
Cash Flows Used In Investing Activities
Proceeds from Sale of Equipment				-				-				146,000
Purchase of equipment		-				-				(518,513	)
Loan receivable				-				-				(125,000	)
Proceeds from Sale of Equipment		-				-				146,000
Net Cash Used In Investing Activities				-				-				(497,513	)
Loan receivable		-				-				(125,000	)
Cash Flows From Financing Activities
Net Cash Used In Investing Activities		-				-				(497,513	)
Promissory note payable				-				-				927,611
Cash Flows From Financing Activities
Convertible note				-				-				242,500
Promissory note payable		-				-				927,611
Proceeds from common stock issuances and subscriptions				-				-				5,748,571
Convertible note		60,000				-				302,500
Net Cash From Financing Activities				-				-				6,918,682
Proceeds from common stock issuances and subscriptions		-				1,202,981				5,748,571
Increase (Decrease) in Cash				(8,375	)			(76,249	)			806
Net Cash From Financing Activities		60,000				1,202,981				6,978,682
Cash – Beginning				9,181				81,161				–
Increase (Decrease) in Cash		(2,646	)			201,699				6,535
Cash – Ending				806				4,912				806
Cash – Beginning		9,181				81,161				–
Supplemental Disclosures
Cash – Ending		6,535				282,860				6,535
Interest paid				–				–				–
Supplemental Disclosures
Income taxes paid				–				–				–
Interest paid		–				–				–
Shares issued for services				-				-				–
Income taxes paid		–				–				–
Shares issued for services		-				450,000				450,000

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 (Deficiency)

From April 20, 2004 (Date of Inception) to ~~October~~January 31, ~~2012~~2013

(Expressed in US 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 - Audited		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 – Audited		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 – Audited		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 – Audited		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 – Audited		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 – Audited		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~~		454,366,522		~~1,746,563~~		45	-		-	1,746,563	-	~~1,746,608~~	-		-		-	1,746,608
Shares issued for private placement at $0.50 per unit	~~290,000~~		3290,000		~~134,847~~		3	-		-	134,847	-	~~134,850~~	-		-		-	134,850
Shares issued for mineral properties at $.50	~~19,400,000~~		~~193~~19,400,000		~~9,699,807~~		193	-		-	9,699,807	-	~~9,700,000~~	-		-		-	9,700,000
Net loss	-		-		-		-	-		~~(11,617,028~~	)-	-	~~(11,617,028~~	)-		(11,617,028	)	-	(11,617,028	)
Balance – April 30, 2010 – Audited	~~28,401,536~~		128,~~110~~401,536		~~16,616,881~~		1,110	-		~~(18,815,464~~	)16,616,881	~~34,500~~	~~(2,162,973~~	)-		(18,815,464	)	34,500	(2,162,973	)
Issuance of common shares for services	~~250,000~~		2250,000		~~99,998~~		2	-		-	99,998	-	~~100,000~~	-		-		-	100,000
Shares issued in exchange for retirement of notes and other debt	~~7,094,572~~		717,094,572		~~1,915,463~~		71	-		-	1,915,463	-	~~1,915,534~~	-		-		-	1,915,534
Loss on settlement of related party debt					~~(1,125~~	)				-	(1,125	-)	~~(1,125~~	)		-		-	(1,125	)
Modification of convertible note	-		-		~~126,875~~		-	-		-	126,875	-	~~126,875~~	-		-		-	126,875
Shares issued for private placement at $0.20 per unit	~~1,225,000~~		121,225,000		~~244,988~~		12	-		-	244,988	-	~~245,000~~	-		-		-	245,000
Net loss	-		-		-		-	-		~~(1,993,389~~	)-	-	~~(1,993,389~~	)-		(1,993,389	)	-	(1,993,389	)
Balance – April 30, 2011 – Audited	~~36,971,108~~		136,~~195~~971,108		~~19,003,080~~		1,195			~~(20,808,853~~	)19,003,080	~~34,500~~	~~(1,770,078~~	)		(20,808,853	)	34,500	(1,770,078	)
Convertible note converted to shares	~~1,067,312~~		111,067,312		~~70,623~~		11	-		-	70,623	-	~~70,634~~	-		-		-	70,634
Shares issued to officers as compensation	~~5,000,000~~		505,000,000		~~449,950~~		50	-		-	449,950	-	~~450,000~~	-		-		-	450,000
Gain on stock issued on related party debt settlements (Note 8)					~~436,425~~			-		-	436,425	-	~~436,425~~	-		-		-	436,425
Shares issued in exchange for retirement of notes and other debt	~~6,543,114~~		666,543,114		~~654,245~~		66			-	654,245	-	~~654,311~~			-		-	654,311
Issuance of common shares for services	~~198,041~~		2198,041		~~38,665~~		2	-		-	38,665	-	~~38,667~~	-		-		-	38,667
Shares issued for private placement at $0.15 per unit	~~7,866,666~~		787,866,666		~~1,167,903~~		78	-		-	1,167,903	-	~~1,167,981~~	-		-		-	1,167,981
Share subscriptions received								~~333,500~~					~~333,500~~	333,500					333,500
Shares cancelled	~~(250~~	)	-(250	)	-		-	-		-	-	-	-	-		-		-	-
Net loss	-		-		-		-	-		~~(4,092,593~~	)-	-	~~(4,092,593~~	)-		(4,092,593	)	-	(4,092,593	)
Balance – April 30, 2012 – Audited	~~57,645,991~~		157,~~402~~645,991		~~21,820,891~~		1,402	~~333,500~~		~~(24,901,446~~	)21,820,891	~~34,500~~	~~(2,711,153~~	)333,500		(24,901,446	)	34,500	(2,711,153	)
Shares issued in a private placement at $0.15 per share	~~2,223,334~~		222,223,334		~~333,478~~		22	~~(333,500~~	)	-	333,478	-	-	(333,500	)	-		-	-
Net loss	-		-		-		-	-		~~(919,302~~	)-	-	~~(919,302~~	)-		(1,500,018	)	-	(1,500,018	)
Balance – October 31, 2012 - Unaudited	59,869,325		1,424		22,154,369			-		(25,820,748	)	34,500	(3,630,455)
Balance – January 31, 2013 - Unaudited			59,869,325				1,424				22,154,369			-		(26,401,464	)	34,500	(4,211,171	)

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, 2013

October 31, 2012

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

1.	Nature of Operations and Basis of Consolidation

Consolidated Financial Statements

Zoro Mining Corp. (the “Company” or “Zoro”) 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.

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

~~October~~January 31, ~~2012~~2013

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 ~~October~~January 31, ~~2012~~2013, the Company has accumulated losses of $2526,~~820~~401,~~748~~464 since inception and has a working capital deficiency of $34,~~630~~211,~~460~~176. 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.

3.	Summary of Significant Accounting Policies

a) Basis of Presentation and Fiscal Year

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is April 30.

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates with regard to these financial statements relate to carrying values of mineral properties, estimated useful lives of equipment, fair value of stock-based transactions, fair value of convertible notes payable, and the determination of the valuation allowance for income taxes.

c) Basic and Diluted Net Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. There were no common equivalent shares outstanding at ~~October~~January 31, ~~2012~~2013 and ~~2011~~2012 that have been included in dilutive loss per share calculation as the effects would have been anti-dilutive.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

3. Summary of Significant Accounting Policies ~~(cont'd)~~- continued

d) Comprehensive Loss

The Company reports comprehensive income or loss in a single continuous statement in its consolidated statement of operations and comprehensive loss.

e) Mineral Property Costs

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are initially capitalized in accordance with the ASC 805-20-55-37, previously referenced as EITF 04-2 when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities - Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. The Company has previously determined that its mineral properties have been impaired and has recorded an impairment charge of $10,756,203.

f) Financial Instruments

The fair market value of the Company's financial instruments comprising cash, accounts payable and accrued liabilities, liabilities payable in capital stock, promissory notes payable, due to related parties and convertible notes, were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions. The Company has not experienced any material losses in such accounts.

g) Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

h) Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. The financial statements of the subsidiaries are translated to United States dollars using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues and expenses. Foreign currency transaction gains and losses are included in current operations. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

3. Summary of Significant Accounting Policies ~~(cont'd)~~- continued

i) Stock-Based Compensation

The Company records stock-based compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the goods and services received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. The Company has a stock option plan, but no stock options have been granted to date and no related stock-based compensation has been recorded.

j) Long-Lived Assets

The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are recognized in the statement of operations as the excess of the carrying amount of the asset over its estimated fair value.

k) Recent Accounting Pronouncements

In June 2011 the FASB issued Accounting Standards Update (ASU) 2011-05, Presentation of Comprehensive Income, which eliminates the option of presenting the components of other comprehensive income (OCI) as part of the statement of changes in stockholders’ equity. The ASU instead permits an entity to present the total of comprehensive income, the components of net income and the components of OCI either in a single continuous statement of comprehensive income or in two separate but consecutive statements. With either format, the entity is required to present each component of net income along with total net income, each component of OCI along with the total for OCI, and a total amount for comprehensive income. Also, the ASU requires entities to present, for either format, reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. This ASU is to be applied retrospectively. For public entities, the ASU is effective for interim and annual periods beginning after December 15, 2011. Effective May 1, 2012, the company adopted this standard and presented net income and comprehensive income in a single continuous statement.

In May 2011, the FASB issued Accounting Standards Update (ASU) 2011-04, "Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS." There are few differences between the ASU and IFRS 13. While the ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands ASC 820's existing disclosure requirements for fair value measurements and makes other amendments. The amendments in the update became effective for fiscal years and interim periods beginning after December 15, 2011. Effective May 1, 2012 the Company adopted this standard, and it did not materially impact the consolidated financial statements.

In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-08 to simplify how tests for potential goodwill impairment are performed. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit in which goodwill resides is less than its carrying value. For reporting units in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform further goodwill impairment testing as required under the previous standards. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 31, 2011. Early adoption was permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011 if an entity’s financial statements had not yet been issued. Effective May 1, 2012 the Company adopted this standard and it did not materially impact our consolidated financial statements.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

3.	Summary of Significant Accounting Policies continued

k) Recent Accounting Pronouncements - continued

In February 2013, the FASB issued guidance requiring presentation of amounts reclassified from each component of accumulated other comprehensive income. In addition, disclosure is required of the effects of significant reclassifications on income statement line items either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. For public entities, this guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements.

4.	Mineral Properties

Expensed mineral exploration costs by area of exploration for the ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 and ~~2011~~2012 were as follows

	Six months ended October 31, 2012		Six months ended October 31, 2011
	Nine months ended January 31, 2013		Nine months ended January 31, 2012
Chile
Field supplies		13,~~559~~757		-3,544
Geological, mapping and survey		4758,~~783~~818		-95,918
Property maintenance		110,~~312~~164		-2,481
Site administration		6297,~~934~~679		~~219~~270,~~641~~413
Travel		1216,~~695~~345		-52,185
		126,283		219,641
		186,763		424,541
Peru
Environmental Study		11,614		-
Environmental studies and permitting		32,050		-
Field supplies		316,~~935~~556		-16,677
Geological, mapping and survey		~~117~~233,~~754~~961		-122,639
Property maintenance		26,~~749~~766		-837
Site administration		~~323~~430,~~065~~958		-1,624,010
Travel		5191,~~958~~140		-31,403
		511,075		-
		811,431		1,795,566
Total	$	~~637~~998,~~358~~194	$	~~219~~2,~~641~~220,107

The Company shares operating offices in Chile, Peru, and Tucson, AZ with Pacific Copper Corp. (“Pacific Copper”), a Delaware public company, in Chile and Arizona also with ~~Pan~~First ~~American~~Potash ~~Lithium~~ Corp. (“~~Pan~~First ~~American~~Potash”), and in Arizona with Titan Iron Ore Corp. (“Titan”). Certain directors and management of the Company also act as officers, directors, and management of the other companies (refer to Note 5)

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

5.	Related Party Transactions

During the ~~six~~nine months ended on ~~October~~January 31, ~~2012~~2013, the Company incurred the following amounts to officers, directors, and other related parties to the Company in addition to transactions disclosed elsewhere in these financial statements. All unpaid balances due to related parties are non-interest bearing, and unsecured. Cash advances will bear interest at stated rates of 8-10% per annum simple interest if formalized into promissory notes.

a) incurred $4567,~~000~~500 (~~October~~January 31, ~~2011~~2012: $4567,~~000~~500) to a director and officer of the Company for geological services rendered. An aggregate of $4668,~~099~~599 (April 30, 2012: $0) was owed this director at ~~October~~January 31, ~~2012~~2013 for unpaid services and reimbursement of expenses,

b) incurred to a director and officer of the Company $4567,~~000~~500 (~~October~~January 31, ~~2011~~2012: $4567,~~000~~500) for management of South American exploration with such costs recorded as administrative costs. An aggregate of $~~373~~449,~~525~~874 (April 30, 2012: $115,420) was owed to this director for unpaid fees and reimbursement of expenses;

c) incurred to a former director and officer of the Company $4772,~~451~~968 (~~October~~January 31, ~~2011~~2012: $6790,~~647~~217) for management services with respect to the administration of the Company. An aggregate of $82105,~~837~~509 (April 30, 2012: $37,837) was owed to this officer at ~~October~~January 31, ~~2012~~2013 for unpaid services and reimbursement of expenses;

d) paid an officer of the Company $212,~~241~~064 (~~October~~January 31, ~~2011~~2012: $1417,~~539~~993) for administrative services;

e) the Company incurred a total of $~~112~~173,~~957~~368 (~~October~~January 31, ~~2011~~2012: $~~149~~177,~~823~~333) 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 $~~131~~192,~~661~~072 (April 30, 2012: $18,704) was owing at ~~October~~January 31, ~~2012~~2013.

f) paid an officer of the Company $1428,~~945~~065 (~~2011~~2012: $1519,~~543~~237) for accounting services;

g) incurred to a company managed by an officer and director $1522,~~000~~500 (~~2011~~2012: $1522,~~000~~500) for administrative services. An aggregate of $7576,~~315~~136 (April 30, 2012: $12,925) was owed to this company at ~~October~~January 31, ~~2012~~2013 for unpaid services and unreimbursed expenses;

During the year ended April 30, 2010 the Company acquired the right to receive $2,000 per month in lease payments from ~~Pan~~First ~~American~~Potash ~~Lithium~~ Corp. (“~~Pan~~First ~~American~~Potash”) in connection with the Piedra Parada concessions. ~~Pan~~First ~~American~~Potash has ~~one director and~~ two officers in common with the Company. During the ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 the Company received payments totaling $2,000 (~~October~~January 31, ~~2011~~2012: $1022,000) from ~~Pan~~First ~~American~~Potash.

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.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

6. Convertible and Promissory Notes ~~Payable~~

~~Convertible~~(a) ~~Notes~~PROMISSORY NOTES PAYABLE

~~The carrying values of the Company’s convertible notes consist of the following as of October 31~~$200,000 Promissory ~~2012 and April 30, 2012:~~Note

Convertible Notes		October 31, 2012				April 30, 2012
$200,000 face value convertible note due October 31, 2010		$	200,000			$	200,000

$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 of $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 a loss on extinguishment in the amount of $126,875. Following maturity the note is in default and no longer considered to be convertible. The company continues to accrue interest at 6% per annum.

Promissory Note

During the year ended April 30, 2010, the Company borrowed $20,000 at 8% interest, unsecured and due on demand, from an unrelated party. At ~~October~~January 31, ~~2012~~2013, the balance owing including interest was $2526,~~650~~171 (April 30, 2012: $24,649).

(b)

CONVERTIBLE NOTES PAYABLE

As of January 31, 2013, the estimated fair value of our convertible promissory notes is as follows:

Convertible Notes	January 31, 2013
$ 37,500 face value convertible note due August 15, 2013	$	(73,761	)
$ 27,500 face value convertible note due October 2, 2013		(55,628	)
	$	(129,389	)

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

6.	Convertible and Promissory Notes – continued

(b)

CONVERTIBLE NOTES PAYABLE - continued

$37,500 Convertible Note

On November 13, 2012, the Company issued a $37,500 8% convertible note with a term to August 15, 2013 (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 the down round protection feature. 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. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4.

$27,500 Convertible Note

On January 2, 2013, the Company issued a $27,500 8% convertible note with a term to October 2, 2013 (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”).

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

6.	Convertible and Promissory Notes – continued

(b)

CONVERTIBLE NOTES PAYABLE - continued

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

Convertible Notes	$37,500 Face Value			$27,500 Face Value
Proceeds	$	(35,000	)	$	(25,000	)
Convertible promissory notes		84,147			59,037
Financing costs expense		(2,500	)		(2,500	)
Day-one derivative loss		(46,647	)		(31,537	)

DERIVATIVE LIABILITIES

The carrying value of the convertible promissory notes is on the balance sheet, with changes in the carrying value being recorded in earnings. The components of the convertible promissory notes as of January 31, 2013 are as follows:

	January 31, 2013
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
$ 37,500 face value convertible note due August 15, 2013		1,053,371	$	(73,761	)
$ 27,500 face value convertible note due October 2, 2013		772,472		(55,628	)
		1,825,843	$	(129,389	)

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 six months ended January 31, 2013:

The financings giving rise to derivative financial instruments and the income effects:	Three and Nine Months Ended January 31, 2013
$ 37,500 face value convertible note due August 15, 2013	$	10,386
$ 27,500 face value convertible note due October 2, 2013		3,408
		13,794
Day-one derivative loss:
$ 37,500 face value convertible note due August 15, 2013		(46,647	)
$ 27,500 face value convertible note due October 2, 2013		(31,537	)
Total gain (loss)	$	(64,390	)

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

January 31, 2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

7.	Capital Stock

Common Stock

On May 29, 2012, the Company issued 1,943,334 shares of the Company’s common stock under a private placement at a price of $0.15 per share for gross proceeds of $291,500 which were previously received as subscriptions. Each unit consists of one share of common stock and one half common stock share purchase warrant.

On September 30, 2012, the Company issued 280,000 shares of the Company’s common stock under a private placement at a price of $0.15 per share for gross proceeds of $42,000 which were previously received as subscriptions. Each unit consists of one share of common stock and one half common stock share purchase warrant.

Warrants:

On May 29, 2012 and in connection with a private placement, the Company issued 971,668 warrants to purchase common shares at a price of $0.25 until 24 months following the issue date. The fair value of these warrants at the date of grant of $72,975 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.27%, a dividend yield of 0%, and an expected volatility of 128.09%. On September 17, 2012 and in connection with a private placement, the Company issued 140,000 warrants to purchase common shares at a price of $0.25 until 24 months following the issue date. The fair value of these warrants at the date of grant of $7,816 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.27%, a dividend yield of 0%, and an expected volatility of 119.90%. Warrant transactions are summarized as follows:

The fair value of these warrants at the date of grant of $72,975 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.27%, a dividend yield of 0%, and an expected volatility of 128.09%.

	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, April 30, 2012		5,238,333			.26	1.5
Granted during the period		1,111,668			.25	1.4
Balance, January 31, 2013		6,350,001			.26	0.8

On September 17, 2012 and in connection with a private placement, the Company issued 140,000 warrants to purchase common shares at a price of $0.25 until 24 months following the issue date.

The fair value of these warrants at the date of grant of $7,816 was estimated using the Black-Scholes option pricing model with an expected life of 2 years, a risk free interest rate of 0.27%, a dividend yield of 0%, and an expected volatility of 119.90%.

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, April 30, 2012		5,238,333			.26	1.5
Granted during the period		1,111,668			.25	1.6
Balance, October 31, 2012		6,350,001			.26	1.1

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.

1618

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

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 Copiapo, 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 Copiapo, 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.

1719

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

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 common 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 ~~October~~January 31, ~~2012~~2013 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.

OnAs ~~June~~at 7April 30, ~~2011~~2012, the ~~Company~~parties ~~entered~~have ~~into~~agreed ~~an agreement with a consultant~~ to ~~perform~~extend ~~certain geological and project management services in Arequipa, Peru for a term of one year commencing when and if~~ the ~~Company~~agreement ~~secures~~an ~~targeted~~additional ~~funding. Fees are approximately $~~12~~,810~~ ~~per month based on a daily rate of $610 per day~~months. 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.

18On 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. As at January 31, 2013, the Company has not determined whether these shares have been earned.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

8.	Commitments and Contingencies - 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. 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 April 30, 2012, the Company had amended 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. As at ~~October~~January 31, ~~2012~~2013, the shares have not been issued pending documentation of receipts and assigning of shares.

1921

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared By Management)

8.	Commitments and Contingencies - continued

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 ~~October~~January 31, 2012.

On November 1, 2011, the Company entered into an agreement with a third party to provide administrative and investor relations services to the Company for a period of twelve (12) months. The Company agreed to pay the party CAD$17,000 per month. The agreement is cancellable by the Company with sixty (60) days written notice and by the party with ninety (90) days written notice. As at ~~October~~January 31, ~~2012~~2013, the Company is in the process of cancelling this contract.

9.	Financial Instruments

The Company's financial instruments consist of cash, accounts payable and accrued liabilities, liabilities payable in capital stock, promissory notes payable, convertible notes and due to related parties. The carrying amounts of these financial instruments are a reasonable estimate of their fair values because of their current nature.

The following table summarizes information regarding the carrying values of the Company's financial instruments:

	October 31, 2012		April 30,2012
	January 31, 2013			April 30,2012
Held for trading (i)	$	~~806~~6,535			9,181
Other financial liabilities (ii)		34,~~637~~220,~~784~~658			2,726,815

(i) Cash

(ii) Accounts payable and accrued liabilities, liabilities payable in capital stock, promissory notes payable, and due to related parties

Fair values

The Company classifies its fair value measurements in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - Inputs that are not based on observable market date.

2022

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

9.	Financial Instruments - continued

The following table sets forth the Company's financial instruments as of ~~October~~January 31, ~~2012~~2013, measured at fair value by level within the fair value hierarchy:

Level 1

Level 2

Level 3

Total

Cash

~~806~~6,535

Total assets

~~806~~6,535

Accounts payable and accrued liabilities	$	-	-	1,~~126~~372,~~296~~908	1,~~126~~372,~~296~~908
Promissory notes payable		-	-	25226,~~650~~171	25226,~~650~~171
Convertible Notes		-	-	200,000	200,000
Convertible notes payable		-	-	129,389	129,389
Derivative Financial Instruments		-	-	1,600,000	1,600,000
Derivative financial instruments		-	-	1,600,000	1,600,000
Due to related parties		-	-	~~685~~892,~~838~~190	~~685~~892,~~838~~190
Total other financial liabilities	$	-	-	34,~~637~~220,~~784~~658	34,~~637~~220,~~784~~658

The following table sets forth the Company's financial instruments as of April 30, 2012, measured at fair value by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total

Cash	$	9,181		-		-		9,181
Total assets	$	9,181		-		-		9,181

Accounts payable and accrued liabilities	$	-	-	717,280	717,280
Promissory notes payable		-	-	24,649	24,649
Convertible Notes		-	-	200,000	200,000
Promissory Notes payable		-	-	200,000	200,000
Derivative Financial Instruments		-	-	1,600,000	1,600,000
Due to related parties		-	-	184,886	184,886
Total other financial liabilities	$	-	-	2,726,815	2,726,815

The features embedded in the $200,000 face value convertible note were combined into one compound embedded derivative that the Company fair valued using the income valuation technique using the Monte Carlo valuation model. The Monte Carlo 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 Monte Carlo model also embodies assumptions that provide for credit risk, interest risk and redemption behaviors (i.e. assumptions market participants exchanging debt-type instruments would also consider). The Monte Carlo model simulates multiple outcomes over the period to maturity using multiple assumption inputs also over the period to maturity. The following table sets forth (i) the range of inputs for each significant assumption and (ii) the equivalent, or averages, of each significant assumption as of April 30, 2010:

The financings giving rise to derivative financial instruments	$200,000 Face Value
Conversion price	$	5.24
Equivalent volatility		118.42	%
Equivalent term (years)		0.504
Equivalent credit-risk adjusted yield		15.54	%
Equivalent interest risk adjusted rate		5.84	%

2123

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

~~October~~January 31, ~~2012~~2013

(Expressed in US Dollars)

(Unaudited – Prepared By Management)

10. ~~Subsequent~~Fair ~~Event~~Value Considerations

OnGAAP ~~November~~establishes ~~13, 2012, the Company entered into~~ a ~~Securities~~fair ~~Purchase~~value ~~Agreement~~hierarchy ~~with~~that anprioritizes ~~unrelated party providing for~~ the ~~issuance~~inputs ofto avaluation ~~Convertible~~techniques ~~Promissory~~used ~~Note in the principal amount of $37,500 and bearing interest at an annual rate of 8% and maturing nine months after the date of issuance (the “Note”). The holder has the right~~ to ~~convert~~measure ~~the~~fair ~~outstanding principal and interest of the Note at any time between the date that is six months from the date of issuance and the date of maturity~~value. ~~The~~As ~~conversion~~presented ~~price will be determined by multiplying the “Market Price” by 58% representing a 42% discount. The Market Price will be determined by taking the average of the lowest 3 trading prices~~ in the ~~ten~~tables days preceding the conversion date. The issuer has the right to prepay the aggregate of the principal and interest (the “Total”) of and retire the Note by paying 130% of the Total within 60 days of issuancebelow, ~~135%~~this ofhierarchy ~~the~~consists ~~Total between the 61st and 90th day following the date~~ of ~~issue,~~three ~~140%~~broad of the Total between the 91st and 120th day following the date of issue, 150% of the Total between the 121st and 180th day following the date of issue, and 175% of the Total between the 181st day and the date of maturity,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 convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of January 31, 2013 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, 2013
	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
Convertible Promissory Notes Payable	$	-	$	-	$	129,389	$	129,389

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:


	Convertible Promissory Notes recorded at Fair Value
	January 31, 2013
Beginning Balance	$	-
Total gains or losses (realized or unrealized):
Included in earnings		(64,390	)
Convertible note issuances		(65,008	)
Ending Balance	$	(129,389	)

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

The following discussion of our financial condition, changes in financial condition and results of operations for the three and ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 and ~~2011~~2012 should be read in conjunction with our unaudited interim financial statements and related notes for the three and ~~six~~nine months ended ~~October~~January 31, ~~2012~~2013 and ~~2011~~2012. 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. We currently have interests in an aggregate of approximately 47,444 gross acres located in Chile and Peru, targeting gold, copper and platinum. 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 currently trade on the OTCQB Exchange. Our current symbol is “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.

Please note that throughout this quarterly report, and unless otherwise noted, the words “we,” “our,” “us,” the “Company,” or “Zoro Mining,” refers to Zoro Mining Corp.

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, and the Mexican subsidiary no longer exists.

Current Business Operations

We are a natural resource exploration company currently engaged in the exploration and acquisition of property located in South America. We plan to conduct exploration programs on our properties with the objective of ascertaining whether any of our properties contain economic concentrations of minerals that are prospective for mining. We currently have interests in an aggregate of approximately 29,652 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	2,600/6,425
Chile, South America	Don Beno Project	Gold, Copper	3,400/8,402
Chile, South America	Sierra Fritis Project	Gold, Copper	2,400/5,931
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:	19,200/47,444

(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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont'd)

(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.

(3)	Zoro’s initial Yura Project interests are now subsumed within the Yura Agreement described below under “Mineral Property Acquisition Agreements,” whereby Zoro can earn up to a 75% indirect interest in the 7,200 hectare Yura District.

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

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

Recommended Exploration Programs and Budgets

Don Beno Project

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

1. An aeromagnetic compilation of the entire property

2. Concurrent with the aeromagnetic survey, conduct a radiometrics survey

3. A ground magnetic survey of the entire property

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

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

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

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

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

Budget Estimate

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

Proposed Budget Phase 1

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

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

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

2426

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(cont'd)~~- 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.

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

2527

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(cont'd)~~- continued

Proposed Budget Phase 1

Phase 2 Drill Program

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

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

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

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.

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. With Zoro’s consent, Llanos subsequently assigned its rights in the earn-in agreement to the Escondida Chile Joint Venture, a partnership between Llanos and the HEI Escondida Joint Venture. As at April 30, 2012, Escondida Chile was still in the process of conducting the exploration and drilling program with the results to be determined in the latter half of 2012. As at April 30, 2012, the parties have agreed to extend the agreement an additional 12 months.

2628

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(cont'd)~~- continued

Yura Project

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

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

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

3. Structural and alteration analysis utilizing landsat and thematic imagery

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

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

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

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

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

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

Budget Estimate

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

Phase 1 Proposed Budget

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

2729

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(cont'd)~~- continued

Phase 2 Proposed Budget

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

Results of Operations

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

The summarized financial data set forth in the table below is derived from and should be read in conjunction with our unaudited financial statements for the three and ~~six~~nine month periods ended ~~October~~January 31, ~~2012~~2013 and ~~October~~January 31, ~~2011~~2012, 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 October 31, 2012 $			For the Three months Ended October 31, 2011 $			For the Six months Ended October 31, 2012 $			For the Six months Ended October 31, 2011 $			Cumulative since inception to October 31, 2012 $
	For the Three months Ended January 31, 2013			For the Three months Ended January 31, 2012			For the Nine months Ended January 31, 2013			For the Nine months Ended January 31, 2012			Cumulative since inception to January 31, 2013
	$			$			$			$			$
Expenses
Bad Debt		-			-			-			-			136,250
Depreciation		-			14,238			-			2842,~~476~~714			371,800
Donated services		-			-			-			-			25,500
Filing and transfer agent fees		2,~~489~~548			76,~~334~~366			46,~~414~~962			815,~~753~~119			7982,~~968~~516
Impairment of mineral property costs		-			-			-			-			10,756,203
Interest expense		13,~~152~~397			2012,~~475~~998			2639,~~305~~702			3952,~~624~~622			~~387~~401,~~653~~050
Investor relations		-			24,~~430~~526			-			1520,~~674~~200			414,691
Management and administration fees		82104,~~440~~068			90315,~~137~~441			~~191~~295,~~594~~662			~~188~~503,~~387~~828			3,~~256~~360,~~309~~377
Mineral exploration costs		316,446			145,447			637,358			219,641			8,526,089
Mineral exploration costs (Note 3)		360,836			2,000,466			998,194			2,220,107			8,886,925
Office and general		614,~~659~~257			713,~~006~~603			2337,~~046~~303			2741,~~990~~593			~~829~~843,~~703~~960
Professional fees		1821,~~612~~220			4469,~~912~~119			3657,~~585~~805			80149,~~780~~899			~~873~~894,~~444~~664
Salary and consulting fees		-			450,000			-			450,000			450,000
Salaries and consulting fees		-			-			-			450,000			450,000
		(439,798	)		(781,979	)		(919,302	)		(1,059,325	)		(26,107,610	)
		(516,326	)		(2,436,757	)		(1,435,628	)		(3,496,082	)		(26,623,936	)
Other income
Other income (loss)
Federal income tax recovery		-			-			-			-			216,208
Gain on sale of fixed assets		-			-			-			-			23,891
Derivative Gain (Loss)		-			(11,447	)		-			(9,415	)		103
Derivative Gain (Loss) (Note 6)		(64,390	)		-			(64,390	)		(9,415	)		(64,287	)
Extinguishment Loss on Debt Modification		-			-			-			-			(126,875	)
Gain on settlement of debt		-			-			-			-			130,093
Gain on Debt Settlement		-			-			-			-			130,093
Impairment of Equipment		-			-			-			-			(24,604	)
Interest income		-			-			-			-			68,046
Net loss		(439,798	)		(793,426	)		(919,302	)		(1,068,740	)		(25,820,748	)
Net loss and comprehensive loss		(580,716	)		(2,436,757	)		(1,500,018	)		(3,505,497	)		(26,401,464	)

2830

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(cont'd)~~- continued

Three month period ended ~~October~~January 31, ~~2012~~2013 Compared to Three month period ended ~~October~~January 31, ~~2011~~2012.

During the three month periods ended ~~October~~January 31, ~~2012~~2013 and ~~2011~~2012, we did not generate any revenue.

During the three month period ended ~~October~~January 31, ~~2012~~2013, we incurred expenses of $~~439~~516,~~798~~326 compared to $~~781~~2,~~979~~436,757 incurred during the three month period ended ~~October~~January 31, ~~2011~~2012 (a decrease of $~~342~~1,~~181~~920,431). These expenses incurred during the three month period ended ~~October~~January 31, ~~2012~~2013 and ~~October~~January 31, ~~2011~~2012 consisted of: (i) depreciation of $nil (~~2011~~2012: $14,238); (ii) filing and transfer agent fees of $2,~~489~~548 (~~2011~~2012: $76,~~334~~366); (iii) management and administration fees of $82104,~~440~~068 (~~2011~~2012: $90315,~~137~~441); (iv) mineral exploration costs of $~~316~~360,~~446~~836 (~~2011~~2012: $~~145~~2,~~447~~000,466); (v) office and general of $614,~~659~~257 (~~2011~~2012: $713,~~006~~603); (vi) professional fees of $1821,~~612~~220 (~~2011~~2012: $4469,~~912~~119); (vii) interest expense of $13,~~152~~397 (~~2011~~2012: $2012,~~475~~998); (viii) investor relations of $nil (~~2011~~2012: $24,~~430~~526) ~~and (ix) salaries and consulting fees of $nil (2011: $450,000)~~. Total expenses incurred during the three month period ended ~~October~~January 31, ~~2012~~2013 decreased compared to the three month period ended ~~October~~January 31, ~~2011~~2012 primarily due to the decrease in ~~filing and transfer agent fees, interest expenses,~~ management and administration fees, professional fees, and ~~salaries and consulting fees, which was offset somewhat by the increase in~~ mineral exploration costs.

Our net loss for the three month period ended ~~October~~January 31, ~~2012~~2013 was $~~439~~580,~~798~~716 compared to a net loss of $~~793~~2,~~426~~436,757 during the three month period ended ~~October~~January 31, ~~2011~~2012 (a decrease of $~~353~~1,~~628~~856,041). The decrease in our net loss is primarily due to the decrease in ~~filing and transfer agent fees, interest expenses,~~ management and administration fees, professional fees, and ~~salaries~~mineral ~~and~~exploration ~~consulting fees~~costs, ~~which~~offset ~~was~~by ~~offset~~a ~~somewhat~~derivative byloss in the ~~increase~~three inmonth ~~mineral~~period ~~exploration~~ended ~~costs~~January 31, 2013. Our net loss during the three month period ended ~~October~~January 31, ~~2012~~2013 was $0.01 per share compared to a net loss $0.0205 per share during the three month period ended ~~October~~January 31, ~~2011~~2012. The weighted average number of shares outstanding was 59,~~683~~869,~~673~~325 for the three month period ended ~~October~~January 31, ~~2012~~2013 compared to 4053,~~739~~614,~~776~~761 for the three month period ended ~~October~~January 31, ~~2011~~2012.

~~Six~~Nine month period ended ~~October~~January 31, ~~2012~~2013 Compared to ~~Six~~Nine month period ended ~~October~~January 31, ~~2011~~2012.

During the ~~six~~nine month periods ended ~~October~~January 31, ~~2012~~2013 and ~~2011~~2012, we did not generate any revenue.

During the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, we incurred expenses of $~~919~~1,~~302~~435,628 compared to $13,~~059~~496,~~325~~082 incurred during the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012 (a decrease of $~~140~~2,~~023~~060,454). These expenses incurred during the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 and ~~October~~January 31, ~~2011~~2012 consisted of: (i) depreciation of $nil (~~2011~~2012: $2842,~~476~~714); (ii) filing and transfer agent fees of $46,~~414~~962 (~~2011~~2012: $815,~~753~~119); (iii) management and administration fees of $~~191~~295,~~594~~662 (~~2011~~2012: $~~188~~503,~~387~~828); (iv) mineral exploration costs of $~~637~~998,~~358~~194 (~~2011~~2012: $~~219~~2,~~641~~220,107); (v) office and general of $2337,~~046~~303 (~~2011~~2012: $2741,~~990~~593); (vi) professional fees of $3657,~~585~~805 (~~2011~~2012: $80149,~~780~~899); (vii) interest expense of $2639,~~305~~702 (~~2011~~2012: $3952,~~624~~622); (viii) investor relations of $nil (~~2011~~2012: $1520,~~674~~200) and (ix) salaries and consulting fees of $nil (~~2011~~2012: $450,000). Total expenses incurred during the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 decreased compared to the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012 primarily due to the decrease in ~~filing and transfer agent fees~~depreciation, interest expenses, investor relations expenses, professional fees, ~~and~~ salaries and consulting fees, ~~which was offset somewhat by the increase in~~ mineral exploration costs, and ~~the slight increase in~~ management and administration fees.

Our net loss for the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 was $~~919~~1,~~302~~500,018 compared to a net loss of $13,~~068~~505,~~740~~497 during the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012 (a decrease of $~~149~~2,~~438~~005,479). Our net loss during the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 was $0.~~015~~03 per share compared to a net loss $0.0308 per share during the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012. The weighted average number of shares outstanding was 59,~~330~~509,~~213~~917 for the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 compared to 3843,~~855~~775,~~442~~215 for the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012.

Liquidity and Capital Resources

As at the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, our current assets were $79,~~324~~482 and our current liabilities were $34,~~637~~220,~~784~~658, which resulted in a working capital deficiency of $34,~~630~~211,~~460~~176. As at the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, current assets were comprised of $~~806~~6,535 in cash and $62,~~518~~947 in other receivables ~~and prepaid expenses~~. As at the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, current liabilities were comprised of: (i) $1,~~102~~372,~~697~~908 in accounts payable and accrued liabilities; (ii) $1,600,000 in liabilities payable in capital stock; (iii) $~~709~~892,~~437~~190 due to related parties; (iv) $129,389 in convertible notes payable; and (ivv) $~~225~~226,~~650~~171 in promissory notes payable.

As at the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, our total assets were $79,~~329~~487 comprised of: (i) $79,~~324~~482 in current assets and (ii) $5 in mineral properties, compared to total assets of $15,662 as at our year ended April 30, 2012. The decrease in total assets during the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 was primarily due to a decrease in cash and other receivables.

~~As at the six month period ended October~~ 31, 2012, our current and total liabilities were $3,637,784 compared to total liabilities of $2,726,815 as of our fiscal year ended April 30, 2012. The increase in liabilities during the three month period ended October 31, 2012 resulted primarily from an increase in accounts payable and accrued liabilities and an increase in due to related parties.

~~Stockholders~~Item 2. Management’s ~~deficit~~Discussion ~~increased~~and toAnalysis ~~$3,630,455~~of asFinancial atCondition ~~October~~and ~~31,~~Results ~~2012~~of ~~from~~Operations ~~$2,711,153~~- ~~as at our year ended April 30, 2012.~~continued

29As at the nine month period ended January 31, 2013, our current and total liabilities were $4,220,658 compared to total liabilities of $2,726,815 as of our fiscal year ended April 30, 2012. The increase in liabilities during the three month period ended January 31, 2013 resulted primarily from an increases in accounts payable and accrued liabilities, convertible notes, and due to related parties.

~~Item 2. Management~~Stockholders’s ~~Discussion~~deficit ~~and~~increased ~~Analysis~~to of$4,211,171 ~~Financial~~as ~~Condition~~at ~~and~~January ~~Results~~31, of2013 ~~Operations~~from ~~(cont'd)~~$2,711,153 as at our year ended April 30, 2012.

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating activities. For the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, net cash flows used in operating activities was $862,~~375~~646, consisting of a net loss of $~~919~~1,~~302~~500,018, financing costs of $5,000, and an adjustment to fair value of derivative instruments of $64,390. Net cash flows used in operating activities was ~~changed~~further adjusted by ana ~~increase~~decrease in other receivables ~~and prepaid expenses~~ of $423,529, an increase in amounts due to related parties of $~~524~~730,~~551~~903, and an increase in accounts payable and accrued liabilities of $~~386~~633,~~418~~550.

For the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012, net cash flows used in operating activities was $761,~~249~~001,282 consisting of a net loss of $13,~~068~~505,~~740~~497, adjusted by $2842,~~475~~714 for depreciation, $12,146 for amortization of debt discount, $450,000 for shares issued for services, 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,~~905~~953, an increase in amounts due to related parties of $~~482~~417,~~412~~909, an increase ~~of shares issued for services of $450,000, and an increase~~ in accounts payable and accrued liabilities of $81,~~138~~570,078.

Cash Flows from Investing Activities

We did not have any cash flows from investing activities for the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013 or for the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For the ~~six~~nine month period ended ~~October~~January 31, ~~2012~~2013, net cash flows provided from financing activities was $~~nil~~60,000 on issuance of convertible notes compared to $~~nil~~1,202,981 on issuance of common shares in a private placement for the ~~six~~nine month period ended ~~October~~January 31, ~~2011~~2012.

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 ~~October~~January 31, ~~2012~~2013, we had cash of $~~806~~6,535 and a working capital deficit of $34,~~630~~211,~~460~~176. 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.

3032

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~(cont'd)~~- continued

Related Party Arrangements

We participated in a cost sharing arrangement with several other public companies. Pacific Copper Corp. (with two directors in common with us) and ~~Pan~~First ~~American~~Potash ~~Lithium~~ Corp. (~~one director and~~ two 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 ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we incurred $4567,~~000~~500 (~~October~~January 31, ~~2011~~2012: $4567,~~000~~500) to a director and officer of ~~Zoro~~the Company for geological services rendered. An aggregate of $4668,~~099~~599 (April 30, 2012: $0) was owed this director at ~~October~~January 31, ~~2012~~2013 for unpaid services and reimbursement of expenses.

During the ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we incurred to a director and officer of the Company $4567,~~000~~500 (~~October~~January 31, ~~2011~~2012: $4567,~~000~~500) ~~to a director and officer of Zoro~~ for management of South American exploration with such costs recorded as administrative costs. An aggregate of $~~373~~449,~~525~~874 (April 30, 2012: $115,420) was owed to this director for unpaid fees and reimbursement of expenses.

During the ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we incurred ~~$47,451 (October 31, 2011: $67,647)~~ to a former director and officer of ~~Zoro~~the Company $72,968 (January 31, 2012: $90,217) for management services with respect to the administration of the Company. An aggregate of $82105,~~837~~509 (April 30, 2012: $37,837) was owed to this officer at ~~October~~January 31, ~~2012~~2013 for unpaid services and reimbursement of expenses.

During the ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we paid an officer of ~~Zoro~~the Company $212,~~241~~064 (~~October~~January 31, ~~2011~~2012: $1417,~~539~~993) for administrative services.

During the ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we incurred a total of $~~112~~173,~~957~~368 (~~October~~January 31, ~~2011~~2012: $~~149~~177,~~823~~333) to a private Chilean company with a director in common that provides exploration services to ~~Zoro~~the Company in Chile, with such costs recorded as exploration costs in Chile, South America. An aggregate of $~~131~~192,~~661~~072 (April 30, 2012: $18,704) was owing at ~~October~~January 31, ~~2012~~2013.

During the ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we paid an officer of ~~Zoro~~the Company $1428,~~945~~065 (~~2011~~2012: $1519,~~543~~237) for accounting services.

During the ~~six~~nine ~~months~~month ~~ended~~period ~~October~~ending January 31, ~~2012~~2013, we incurred to a company managed by an officer and director $1522,~~000~~500 (~~2011~~2012: $1522,~~000~~500) for administrative services. An aggregate of $7576,~~315~~136 (April 30, 2012: $12,925) was owed to this company at ~~October~~January 31, ~~2012~~2013 for unpaid services and unreimbursed expenses.

$200,000 Promissory Note

Convertible Notes Payable

On November 13, 2012, the Company for consideration received issued to a third-party a $37,500 8% convertible note with a term to August 15, 2013 (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”).

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

On January 7, 2013, the Company for consideration received issued to a third-party a $27,500 8% convertible note with a term to October 2, 2013 (the “Maturity Date”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder’s option, at a 58% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 130% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 135% if prepaid 61 days following the closing through 90 days following the closing, (iii) 140% if prepaid 91 days following the closing through 120 days following the closing, (iv) 150% if prepaid 121 days following the closing through 180 days following the closing, and (v) 175% if prepaid 181 days following the closing through the maturity date. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest (the “default put”).

Promissory Notes

During the fiscal year ended April 30, 2010, the Company borrowed $20,000 at 8% interest from an unrelated party. At ~~October~~January 31, ~~2012~~2013 the balance owing including the interest was $2526,~~650~~171 (April 30, 2012: $24,649).

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 ~~July~~April 3130, ~~2012~~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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont'd)

Advisory and Capital Raise Services Agreements

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 ~~October~~January 31, ~~2012~~2013 due to a delay in starting the program.

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”).

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

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 entered into an Earn-In agreement with Llanos de Caldera, S.A. Cerrada, (“Llanos”), a privately-held Chilean corporation, for participation by Llanos in the Escondida project. The agreement granted Llanos a one-year period during which to act as operator and expend US$500,000 in qualifying expenditures at the project, constituting an initial exploration program and including drilling, sampling analytical and metallurgical test work. At the end of the period, if it has properly incurred the qualifying expenditures, Llanos can elect to Earn-In and acquire an undivided 70% of the Escondida project. On Earn-In the parties will form a joint venture and execute a Joint Operating Agreement whereby Llanos will be the Operator, and the parties shall fund their respective shares of expenses going forward. With Zoro’s consent, Llanos subsequently assigned its rights in the earn-in agreement to the Escondida Chile Joint Venture, a partnership between Llanos and the HEI Escondida Joint Venture.As at April 30, 2012, Escondida Chile was still in the process of conducting the exploration and drilling program with the results to be determined in the latter half of 2012. Although the agreement has lapsed, the parties have not formally cancelled it as at July 31, 2012.

We 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 our 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 Zoro, is an indirect minority shareholder of one of the vending parties. Subject to final due diligence, the lifting of a cease trade order issued by the British Columbia Securiites Commission (which occurred on October 21, 2010), and other customary closing conditions, we 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 us 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont'd)

On October 4, 2011, we announced that we 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. We had also entered into an agreement with Minex Ventures II, LLC (“Minex”), to compensate Minex for consideration furnished to or on behalf of us for both pre-existing and future obligations owed by us in the Yura District (the “Minex Agreement”).

Our 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”), our 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, Zoro has the option to purchase an additional undivided 25% indirect interest in the Yura District for a minimum of $30 million

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

The Minex Agreement recognizes the contributions of Minex and consideration furnished on behalf of Zoro, 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 Zoro 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

·	Zoro and Minex agreed that the value of the Minex contributions is US$3 million and Zoro 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 Zoro’s Board of Directors

On March 15, 2012 but having an effective date of September 27, 2011, we 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 we agree 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. As at ~~October~~January 31, ~~2012~~2013, the shares have not been issued pending documentation of receipts and assigning of shares.

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. On March 29, 2012 the arbitrator awarded the Company $80,000 in damages.

33Consulting Agreements

~~Item~~On 2December 22, 2011, but having an effective date of September 26, 2011, we entered into a consulting agreement with Minex Ventures II, LLC (“Minex”), a Colorado limited liability company, whereby Minex will provide and perform for our benefit 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. ~~Management’s~~A.C., ~~Discussion~~Donald Stiles and ~~Analysis~~South American Immobiliara S.A.C. for a joint venture on the Yura Project; (iii) assisting in the negotiation with the owners of ~~Financial~~the ~~Condition~~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 us with engaging qualified and ~~Results~~experienced geologists and other experienced exploration personnel required for any exploration programs on the Yura Project; (v) assisting us with raising equity capital on terms acceptable to us and Minex; (vi) assisting in the identification of ~~Operations~~gold exploration projects in Peru which may enhance shareholder value for us; (~~cont'd~~vii) assisting in the negotiation of all proposed or potential joint venture and/or financing arrangements in connection with the ongoing development of our business; and (viii) assisting in and facilitating in the setting up of corporate alliances in Peru for us, or for any of our subsidiaries, as the case may be and as may be determined by us in our sole and absolute discretion, with potential and strategic business and financial partners for the purposes of our ongoing development and financing. In consideration for the services we 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. As at January 31, 2013, $25,000 of this amount was owing to the consultant. The services to be provided under the consulting agreement have been substantially completed by December 31, 2011.

~~Consulting~~On ~~Agreement~~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. As at January 31, 2013, the Company has not determined whether these shares have been earned.

On ~~December~~November 221, 2011, ~~but~~the ~~having~~Company ~~an effective date of September 26, 2011, we~~ entered into aan ~~consulting~~ agreement with ~~Minex Ventures II, LLC (“Minex”),~~ a ~~Colorado~~third ~~limited~~party ~~liability~~to ~~company, whereby Minex will~~ provide administrative and ~~perform~~investor ~~for~~relations ~~our benefit the following~~ services: ~~(i) assisting in the negotiation and facilitating the arrangements necessary~~ to ~~assemble~~ the ~~Yura~~Company ~~Yebecahas~~for ~~Mining Project located in Arequipa, Peru (the “Yura Project”); (ii) assisting in the negotiation and facilitating~~ a ~~letter~~period of ~~intent~~twelve ~~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~~12) ~~assisting~~months. inThe ~~the~~Company ~~negotiation~~agreed ~~with~~to ~~the~~pay ~~owners of~~ the ~~approximately~~party 1CAD$17,~~500~~000 ~~hectares~~per ofmonth. ~~exploration~~The ~~concessions~~agreement ~~(specifically~~is ~~known~~cancellable asby the ~~“Fortuna~~Company ~~Properties”) to have the Fortuna Properties placed into the Yura Project; (iv) assisting us~~ with ~~engaging~~sixty ~~qualified and experienced geologists and other experienced exploration personnel required for any exploration programs on the Yura Project;~~ (v60) ~~assisting~~days uswritten ~~with~~notice ~~raising equity capital on terms acceptable to us~~ and ~~Minex;~~by ~~(vi) assisting in~~ the ~~identification~~party of gold exploration projects in Peru which may enhance shareholder value for us; (vii) assisting in the negotiation of all proposed or potential joint venture and/or financing arrangements in connection with ~~the~~ninety ~~ongoing development of our business; and~~ (~~viii~~90) ~~assisting~~days inwritten and facilitating in the setting up of corporate alliances in Peru for us, or for any of our subsidiaries, as the case may be and as may be determined by us in our sole and absolute discretion, with potential and strategic business and financial partners for the purposes of our ongoing development and financingnotice. In consideration for the services we 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. As at ~~October~~January 31, ~~2012~~2013, ~~$25,000 of this amount was owing to~~ the ~~consultant. The~~Company ~~services~~is toin ~~be provided under~~ the ~~consulting~~process ~~agreement~~of ~~have~~cancelling ~~been~~this ~~substantially completed by December 31, 2011~~contract.

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

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.

Subsequent Events

On November 13, 2012, the Company entered into a Securities Purchase Agreement with an unrelated party providing for the issuance of a convertible promissory note in the principal amount of $37,500 and bearing interest at an annual rate of 8% and maturing nine months after the date of issuance (the “Note”). The holder has the right to convert the outstanding principal and interest of the Note at any time between the date that is six months from the date of issuance and the date of maturity. The conversion price will be determined by multiplying the “Market Price” by 58% representing a 42% discount. The Market Price will be determined by taking the average of the lowest 3 trading prices in the ten days preceding the conversion date. The issuer has the right to prepay the aggregate of the principal and interest (the “Total”) of and retire the Note by paying 130% of the Total within 60 days of issuance, 135% of the Total between the 61st and 90th day following the date of issue, 140% of the Total between the 91st and 120th day following the date of issue, 150% of the Total between the 121st and 180th day following the date of issue, and 175% of the Total between the 181st day and the date of maturity.

Going Concern

The independent auditors’ report accompanying our April 30, 2012 and 2011 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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (cont'd)

In May 2011, the FASB issued Accounting Standards Update (ASU) 2011-04, "Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS." There are few differences between the ASU and IFRS 13. While the ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands ASC 820's existing disclosure requirements for fair value measurements and makes other amendments. The amendments in the update became effective for fiscal years and interim periods beginning after December 15, 2011. . Effective May 1, 2012 the Company adopted this standard, and it did not materially impact the consolidated financial statements.

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 October 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, 2012, as disclosed in our Annual Report on Form 10-K for our fiscal year ended April 30, 2012, which may be considered to be material weaknesses and which had not been resolved as of October 31, 2012.37

Item 4. Controls and Procedures - continued

As of January 31, 2013, 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, 2012, as disclosed in our Annual Report on Form 10-K for our fiscal year ended April 30, 2012, which may be considered to be material weaknesses and which had not been resolved as of January 31, 2013.

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 ~~October~~January 31, ~~2012~~2013 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 September 30, 2012, we issued an aggregate of 280,000 units of the Company to one investor at a price of $0.15 per unit for gross proceeds of $42,000. Each unit is comprised of one share of common stock and one half of one share purchase warrant. Each whole share purchase warrant is exercisable into one share of common stock at an exercise price of $0.25 per share until September 30, 2014. The subscription funds for this private placement were received by the Company prior to the fiscal year ended April 30, 2012. We issued the securities to the investor who is a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in reliance upon the registration exemption provided for under Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

On November 13, 2012, pursuant to a Securities Purchase Agreement with an unrelated party we issued a convertible promissory note in the principal amount of $37,500 and bearing interest at an annual rate of 8% and maturing nine months after the date of issuance (the “Note”). The holder has the right to convert the outstanding principal and interest of the Note at any time between the date that is six months from the date of issuance and the date of maturity. The conversion price will be determined by multiplying the current market price (the “Market Price”) by 58% representing a 42% discount. The Market Price will be determined by taking the average of the lowest 3 trading prices in the ten days preceding the conversion date. We have the right to prepay the aggregate of the principal and interest (the “Total”) to retire the Note by paying 130% of the Total within 60 days of issuance, 135% of the Total between the 61st and 90th day following the date of issue, 140% of the Total between the 91st and 120th day following the date of issue, 150% of the Total between the 121st and 180th day following the date of issue, and 175% of the Total between the 181st day and the date of maturity. We issued the convertible promissory note to the investor who is a U.S. person in reliance upon the registration exemption provided for under Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

On January 7, 2013, pursuant to a Securities Purchase Agreement with an unrelated party we issued a convertible promissory note in the principal amount of $27,500 and bearing interest at an annual rate of 8% and maturing nine months after the date of issuance (the “Note”). The holder has the right to convert the outstanding principal and interest of the Note at any time between the date that is six months from the date of issuance and the date of maturity. The conversion price will be determined by multiplying the current market price (the “Market Price”) by 58% representing a 42% discount. The Market Price will be determined by taking the average of the lowest 3 trading prices in the ten days preceding the conversion date. We have the right to prepay the aggregate of the principal and interest (the “Total”) to retire the Note by paying 130% of the Total within 60 days of issuance, 135% of the Total between the 61st and 90th day following the date of issue, 140% of the Total between the 91st and 120th day following the date of issue, 150% of the Total between the 121st and 180th day following the date of issue, and 175% of the Total between the 181st day and the date of maturity. We issued the convertible promissory note to the investor who is a U.S. person in reliance upon the registration exemption provided for under Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

36On January 7, 2013, pursuant to a Securities Purchase Agreement with an unrelated party we issued a convertible promissory note in the principal amount of $27,500 and bearing interest at an annual rate of 8% and maturing nine months after the date of issuance (the “Note”). The holder has the right to convert the outstanding principal and interest of the Note at any time between the date that is six months from the date of issuance and the date of maturity. The conversion price will be determined by multiplying the current market price (the “Market Price”) by 58% representing a 42% discount. The Market Price will be determined by taking the average of the lowest 3 trading prices in the ten days preceding the conversion date. We have the right to prepay the aggregate of the principal and interest (the “Total”) to retire the Note by paying 130% of the Total within 60 days of issuance, 135% of the Total between the 61st and 90th day following the date of issue, 140% of the Total between the 91st and 120th day following the date of issue, 150% of the Total between the 121st and 180th day following the date of issue, and 175% of the Total between the 181st day and the date of maturity. We issued the convertible promissory note to the investor who is a U.S. person in reliance upon the registration exemption provided for under Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

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)
10.22	Agreement between the Company and Minex Ventures II, LLC, dated September 27, 2011(10)
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)
10.24	Amendment Agreement between the Company and Minex Ventures II, LLC, dated March 15, 2012(10)
10.25	~~Securities~~Form ~~Purchase~~of ~~Agreement~~Subscription between Zoro Mining Corp. and Asher Enterprises, Inc., dated November 13, 2012*Agreement
10.26	~~Convertible~~Form ~~Promissory~~of ~~Note,~~Warrant dated November 13, 2012*Certificate
10.27	Securities Purchase Agreement between Zoro Mining Corp. and _____________, dated November 13, 2012
10.28	Convertible Promissory Note, dated November 13, 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.

(10)	Incorporated by reference from Form 10-Q filed with the SEC on March 21, 2012

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SIGNATURES

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

	ZORO MINING CORP.
	By:	/s/ Harold Gardner
		Harold Gardner
		Interim Chief Executive Officer, President and a director
		(Principal Executive Officer)
		Date: December 21, 2012
		Date: March 25, 2013

	By:	/s/ Frank Garcia
		Frank Garcia
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)
		Date: December 21, 2012
		Date: March 25, 2013

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