10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended October 31, 2011

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

For the transition period from _____ to _____

Commission File Number:        000-52550

ZORO MINING CORP.

(Exact name of registrant as specified in its charter)

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

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

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

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.  49,581,534 shares of common stock as of December 9, 2011.

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EXPLANATORY NOTE

The purpose of this amendment on Form 10-Q/A to Zoro Mining Corp.’s Quarterly Report on Form 10-Q for the period ended October 31, 2011, filed with the Securities and Exchange Commission on December 22, 2011, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

Accordingly, we have checked “Yes” as to whether registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

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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*
10.20	Form of Settlement Agreement, dated October 11, 2011*
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.*
101.INS	XBRL INSTANCE DOCUMENT **
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA **
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE **
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

* Previously Filed

** 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.

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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
	Date: December 22, 2011

By:	/s/ Frank Garcia
	Frank Garcia
	Chief Financial Officer
	Date: December 22, 2011

 

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Related Party Transactions

6 Months Ended

Oct. 31, 2011

Related Party Transactions

5.      Related Party Transactions

During the six months ended October 31, 2011, the Company incurred the following amounts to officers, directors, and other related parties to the Company.  All unpaid balances due to related parties are unsecured, and only cash advances may bear interest at stated rates of 8-10% per annum simple interest if formalized into promissory notes.

a)            incurred $45,000 (October 31, 2010: $45,000) to a director and officer of the Company for geological services rendered.  An aggregate of $7,500 (April 30, 2011: $105,000) was owed this director at October 31, 2011 for unpaid services and reimbursement of expenses, with such costs recorded as mineral exploration costs;

b)            incurred to a director and officer of the Company $45,000 (October 31, 2010: $45,000) for management of South American exploration with such costs recorded as administrative costs.  An aggregate of $89,913 (April 30, 2011: $405,696) was owed to this director for unpaid fees and reimbursement of expenses;

c)             incurred to a director and officer of the Company $67,647 (October 31, 2010: $70,689) for management services with respect to the administration of the Company.  An aggregate of $45,972 (April 30, 2011: $134,929) was owed to this officer at October 31, 2011 for unpaid services and reimbursement of expenses;

d)            paid an officer of the Company $14,539 (October 31, 2010: $20,567) for administrative services;

e)             the Company incurred a total of $149,823 (October 31, 2010: $117,711) 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 $441 (April 30, 2011: $139,754) was owing at October 31, 2011.

f)             paid an officer of the Company $15,543 (2010: $11,970) for accounting services;

g)             incurred to a company managed by an officer and director $15,000 (2010: $7,500) for administrative services. An aggregate of $80,092 (April 30, 2011: $Nil) was owed to this company at October 31, 2011 for unpaid services and unreimbursed expenses;

h)issued at September 2, 2011, 5,000,000 shares of common stock under restricted share agreements to various officers and directors: 2,000,000 shares were issued to a director and officer; 2,000,000 shares were issued to an officer and director who has since resigned but has remained as a consultant to the Company; and 500,000 shares were issued each to two officers. (Note 7)

i)gain on debt settlement in the amount of $436,425 included in additional paid in capital (see Note 11)

The Company participates in a cost sharing arrangement with another public company, Pacific Copper that has two directors in common with the Company and shares South American operating offices. The expenditures relate to shared exploration in similar operating areas of Chile and Peru including shared site offices in each country. During the year ended April 30, 2009 Pacific Copper loaned the Company $430,000 secured by non-interest bearing promissory notes of which $50,730 was owing as at October 31, 2011 (April 30, 2011: $79,129).

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

5.      Related Party Transactions - continued

During the year ended April 30, 2010 the Company acquired the right to receive $2,000 per month in lease payments from Pan American Lithium Corp. (Pan American) in connection with the Piedra Parada concessions. Pan American has one director and two officers in common with the Company. During the six months ended October 31, 2011 the Company received payments totaling $10,000 (October 31, 2010: $Nil) from Pan American.

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

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Equipment

6 Months Ended

Oct. 31, 2011

Equipment

4. Equipment

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

			Accumulated
	Cost		Depreciation		Net Book Value		Net Book Value
	October 31, 2011		October 31, 2011		October 31, 2011		April 30, 2011
North America
Computers	$	7,020	$	7,020	$	-	$	-
South America
Computers		3,315		3,298		17		17
Furniture		12,639		9,993		2,646		3,873
Exploration equipment		14,204		11,719		2,485		3,753
Vehicles		105,752		77,820		27,932		37,912
Earth moving equipment		159,999		139,999		20,000		36,000
		295,909		242,829		53,080		81,555
Total	$	302,929	$	249,849	$	53,080	$	81,555

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BALANCE SHEETS (USD $)	Oct. 31, 2011	Apr. 30, 2011
CURRENT ASSETS
Cash - Ending	$ 4,912	$ 81,161
Other receivables and pre paid expenses	6,508	8,413
Total Current Assets	11,420	89,574
EQUIPMENT (Note 4)	53,080	81,555
MINERAL PROPERTIES	8	8
TOTAL ASSETS	64,508	171,137
Current Liabilities
Accounts payable and accrued liabilities	794,596	805,637
Liabilities payable in capital stock (Note 11)	654,311	0
Promissory notes payable (Note 6)	22,712	21,997
Convertible Notes (Note 6)	200,000	201,691
Derivative Financial Instruments (Note 6)	0	47,382
Due to related parties (Note 5)	274,648	864,508
Total Current Liabilities	1,946,267	1,941,215
Total Liabilities	1,946,267	1,941,215
Stockholders’ Deficiency
43,038,420 shares issued and outstanding (April 30, 2011 - 36,971,108)	1,256	1,195
Additional paid-in capital	19,960,078	19,003,080
Donated capital	34,500	34,500
Deficit accumulated during the exploration stage	(21,877,593)	(20,808,853)
Total Stockholders’ Deficiency	(1,881,759)	(1,770,078)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$ 64,508	$ 171,137

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Going Concern

6 Months Ended

Oct. 31, 2011

Going Concern

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 31, 2011, the Company has accumulated losses of $21,877,593 since inception and has a working capital deficiency of $1,934,847. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In conjunction with the April 22, 2009 reverse share consolidation, the Company plans to finance its activities utilizing debt and equity instruments that should be more favorably received by the investment community due to the corporate restructuring. On August 17, 2009 and April 26, 2011 the Company settled some of its existing debts with equity in order to reduce current liabilities and improve the overall financial condition of the Company.

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Mineral Properties

6 Months Ended

Oct. 31, 2011

Mineral Properties

3. Mineral Properties

	Six months ended October 31, 2011		Six months ended October 31, 2010
Chile
Drilling	$	-	$	-
Field supplies		-		2,142
Geological, mapping and survey		-		1,910
Property maintenance		-		5,318
Site administration		219,641		176,004
Travel		-		17,779
		219,641		203,153
Peru
Field supplies		-		-
Geological, mapping and survey		-		-
Property maintenance		-		-
Site administration		-		15,000
Travel		-		-
		-		15,000
Mexico
Geological, mapping and survey		-		-
Property maintenance		-		-
Site administration		-		-
		-		-
Total	$	219,641	$	218,153

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		90 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2011
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
Expenses
Bad debt	0	0	0	0	136,250
Depreciation	14,238	14,660	28,476	29,459	343,324
Donated services	0	0	0	0	25,500
Filing and transfer agent fees	7,334	8,503	8,753	10,106	63,331
Impairment of mineral properties	0	0	0	0	10,756,200
Interest expense	20,475	42,570	39,624	64,465	330,642
Investor relations	2,430	112,631	15,674	116,131	388,165
Management and administration fees	90,137	155,542	188,387	303,007	2,560,522
Mineral exploration costs (Note 3)	145,447	79,050	219,641	218,153	5,600,593
Office and general	7,006	79,677	27,990	87,236	757,356
Professional fees	44,912	26,790	80,780	64,509	729,230
Salaries and consulting fees	450,000	0	450,000	0	450,000
Net Expenses	(781,979)	(519,423)	(1,059,325)	(893,066)	(22,141,113)
Other income
Federal income tax recovery	0	0	0	0	216,208
Gain on sale of fixed assets	0	0	0	0	23,891
Derivative Gain (Loss) (Note 6)	(11,447)	0	(9,415)	881	103
Extinguishment Loss on Debt Modification	0	0	0	0	(126,875)
Gain on Debt Settlement	0	0	0	0	82,147
Interest income	0	0	0	0	68,046
Net loss and comprehensive loss	$ (793,426)	$ (519,423)	$ (1,068,740)	$ (892,185)	$ (21,877,593)
Basic and diluted loss per common share	$ (0.02)	$ (0.02)	$ (0.03)	$ (0.03)
Weighted average number of common shares outstanding - basic and diluted	40,739,776	28,445,014	38,885,442	28,423,275

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Document and Entity Information	6 Months Ended
	Oct. 31, 2011	Dec. 09, 2011
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	true
Document Period End Date	Oct. 31, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Entity Registrant Name	ZORO MINING CORP.______________________________________________________________________________________________
Entity Central Index Key	0001329484
Current Fiscal Year End Date	--04-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		49,581,534
Amendment Description	To furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T

XML

STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended		84 Months Ended	90 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Apr. 20, 2011	Oct. 31, 2011
Cash Flows Used In Operating Activities
Net loss	$ (1,068,740)	$ (892,185)	$ (21,877,593)
Adjustments to reconcile net loss to cash used in operating activities:
Federal income tax recovery	0	0	(216,208)
Extinguishment loss on debt modification	0	0	126,875
Adjustment to fair value of derivative instruments	9,415	(881)	(103)
Amortization of debt discount	12,146	0	13,838
Depreciation	28,475	29,459	343,323
Non-cash management fees	0	43,333	429,293
Accrued interest income	0	0	(11,250)
Shares issued for services	450,000	0	450,000
Gain on sale of fixed assets	0	0	(23,891)
Accretion of interest on convertible note	0	9,751	32,121
Bad debt	0	0	136,250	136,250
Impairment of mineral properties	0	0	10,756,200	10,756,200
Gain on debt settlement	0	0	(82,147)	(82,147)
Donated rent	0	0	9,000
Donated services	0	0	25,500	25,500
Change in operating assets and liabilities:
Decrease (increase) in other receivables and prepaid expenses	1,905	(3,064)	(6,508)
Increase in due to related parties	482,412	309,292	3,525,848
Increase (decrease) in accounts payable and accrued liabilities	8,138	414,473	1,454,676
Net Cash Used in Operating Activities	(76,249)	(89,822)	(4,914,776)
Cash Flows Used In Investing Activities
Purchase of equipment	0	0	(518,513)
Proceeds from Sale of Equipment	0	0	146,000
Loan receivable	0	0	(125,000)
Net Cash Used In Investing Activities	0	0	(497,513)
Cash Flows From Financing Activities
Promissory note payable	0	61,100	927,611
Convertible note	0	0	242,500
Proceeds from common stock issuances and subscriptions	0	0	4,247,090
Net Cash From Financing Activities	0	61,100	5,417,201
Increase (Decrease) in Cash	(76,249)	(28,722)	4,912
Cash - Beginning	81,161	34,790	0	81,161
Cash - Ending	$ 4,912	$ 6,068	$ 4,912	$ 4,912

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Commitments and Contingencies

6 Months Ended

Oct. 31, 2011

Commitments and Contingencies

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 Copiapу, 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 2011 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 Copiapу, the capital of Region III, via paved highway and improved roads, and is at an elevation of over 4,000 meters. The 12 Piedra Parada property mineral exploration concessions cover a total of 3,600 hectares (8,895 acres) in a prototypical salar — a dry lake bed with inflow waters and subsurface brines. However, Gareste, the vendor at Piedra Parada, owned and conveyed to Zoro senior concession rights on only 2,100 hectares (5,189 acres), and also conveyed overstaked concessions on 1,500 additional hectares (3,706 acres) which are subject to the senior rights of a third party.

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

8.           Commitments and Contingencies - continued

The Company has entered into an Asset Purchase Agreement (the “Fortuna Agreement”) dated February 22, 2010, with two vending parties to acquire a 100% interest in three property mineral exploration concessions covering approximately 1,500 hectares as an extension to the Company’s existing Yura gold prospect located 30 kilometers west of Arequipa, Peru (the “Fortuna Properties”). The Fortuna Properties target precious metals and are comprised of three concessions that are accessible year round via paved highway and improved roads. The Company’s VP Business Development and Chairman is an indirect minority shareholder of one of the vending parties. This Fortuna Agreement was never closed and the Fortuna Properties were folded into the Yura Agreement described below.

The Company has entered into an agreement dated October 11, 2010 with a consultant who will provide strategic planning, fund raising, and capital structuring advisory services for a term of nine months. In consideration for the services the company will issue 200,000 shares of its commons stock to the consultant, 100,000 of which will be delivered at the end of four months, and 100,000 of which will be delivered at the end of nine months. In addition the Company will issue 200,000 options to the consultant to purchase Company shares at such time as the company has closed on at least $2 million in net proceeds attributable to the efforts of  the consultant. In addition and subject to certain conditions, the Company will issue to the consultant 100,000 options to purchase Company shares for every $1 million in additional net proceeds attributable to the efforts of the consultant.  The shares were not issued as at October 31, 2011 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:

1.             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.

2.             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.

3.             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.

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

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 or on behalf of Zoro for both pre-existing and future obligations owed by 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 Properties, 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 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 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

       -The Minex Agreement recognizes the contributions of Minex and consideration furnished to Zoro, and provides the following key terms:

       -Minex has contributed or has caused to be contributed US$3.0 million for exploration, and concession and permitting maintenance expenses, and related overhead at the Zoro Properties, and has absolved Zoro from the monies otherwise payable to the Fortuna Vendors

       -Minex has caused the shareholders of Yura Exploracion to contribute to Yura Exploracion the balance of the concessions comprising the main geological features of interest in the Yura District, which in total consists of approximately 7,200 hectares

       -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 property

       - Zoro has agreed to issue 18 million shares of its common stock to Minex, and Minex shall have the right to appoint two members to the Zoro Board of Directors

Effective on October 5, Company authorized the settlement of debt with certain related creditors, which debt consisted of outstanding convertible notes, advances, promissory notes, services, accrued interest and other amounts aggregating $1,090,737 (the “Aggregate Debt”). Subsequent to October 31, 2011 (on November 3, 2011), the Aggregate Debt was satisfied in accordance with the issuance of an aggregate 6,543,114 shares of the restricted common stock (the “Common Stock”) of the Company at $0.10 per share resulting in a gain on settlement of $436,425 included in additional paid in capital.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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Capital Stock

6 Months Ended

Oct. 31, 2011

Capital Stock

7. Capital Stock

a)    During the six months ended October 31, 2011, the Company issued 5,000,000 shares of the Company’s commons stock under the Company’s 2008 Stock Incentive Plan to various officers and directors valued at $450,000 based on a closing price of $0.09 at the time of the agreements. (Note 5(f))

During the six months ended October 31, 2011, the Company issued 1,067,312 shares of the Company’s commons stock to the holder of a $42,500 convertible note who exercised the conversion right in four separate conversions. (Notes 6 and 9)

b)      Warrants:

April 30, 2011

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

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

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		-			-	-
Balance, July 31, 2011		1,531,800			.39	1.00
Granted during the period		-			-	-
Balance, October 31, 2011		1,531,800			.39	0.75

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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Liabilities Payable in Capital Stock

6 Months Ended

Oct. 31, 2011

Liabilities Payable in Capital Stock

11.           Liabilities Payable in Capital Stock

On October 5, 2011 the Company entered debt settlement agreements with four related parties to issue 6,543,114 shares of the Company’s common stock in exchange for extinguishment of $1,090,737 of debt owed by the Company at a stated price of $0.10 per share. On October 5, 2011 the closing price of the Company’s common stock was $0.10. The shares were issued subsequent to October 31, 2011. As at October 31, 2011 the Company recorded a gain of $436,425 in additional paid in capital.

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Fair Value Considerations

6 Months Ended

Oct. 31, 2011

Fair Value Considerations

9. Fair Value Considerations

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

Level 1 luations:                  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.

Level3valuations:               Significant inputs to valuation model are unobservable.

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

	October 31, 2011
	Fair Value Measurements Using:
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets (Liabilities) at Fair Value
Derivative liabilities	$	-	$	-	$	-	$	-

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

9. Fair Value Considerations - continued

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

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

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

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

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Revisions to Financial Statements

6 Months Ended

Oct. 31, 2011

Revisions to Financial Statements

10.           Revisions to Financial Statements

The financial statements for the three and six months ended October 31, 2010 are revised to incorporate additional expenses related to the compound embedded derivative arising from the $200,000 Convertible Note, which is detailed in Note 6. The compound embedded derivative includes the (i) warrant component of the unit conversion feature and (ii) the default put.  Originally, the (i) warrant component of the unit conversion feature and (ii) the default put were not bifurcated from the host instrument. Instead, the convertible debt was allocated between its debt and equity components on a relative fair value basis. In the analysis conducted in 2011, the Company determined that a compound embedded derivative arose from the $200,000 Convertible Note and requires bifurcation and liability classification. The derivative income related to the instrument amounts to $881.

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

10.           Revisions to Financial Statements - continued

	3 Months Ended						6 Months Ended
	October 31, 2010 (Unaudited)						October 31, 2010 (Unaudited)
	Prior to Restatement			Restated			Prior to Restatement			Restated
Consolidated Statements of Operations and Comprehensive Loss
Interest expense (related to debt discount & 6% coupon)		33,350			4,884			61,751			9,751
Total operating expenses		547,889			519,423			945,066			893,066
Loss from operations		(547,889	)		(519,423	)		(945,066	)		(893,066	)
Derivative income					-						881
Total other income		--			-			--			881
Net loss		(547,889	)		(519,423	)		(945,066	)		(892,185	)
Loss per weighted average number of shares outstanding – basis and fully diluted		(0.02	)		(0.02	)		(0.3	)		(0.03	)
Consolidated Statement of Cash Flows:
Net loss								(945,066	)		(892,185	)
Adjustment for:
Derivative income								-			(881	)
Interest expense								-			(52,000	)
Net cash used in operating activities								(89,822	)		(89,822	)

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Subsequent Events

6 Months Ended

Oct. 31, 2011

Subsequent Events

12.           Subsequent Events

On November 3, 2011 the Company issued 6,543,114 shares of the Company’s common stock to four related parties under debt settlement agreements. (Note 11)

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Nature of Operations and Basis of Consolidation

6 Months Ended

Oct. 31, 2011

Nature of Operations and Basis of Consolidation

1. Nature of Operations and Basis of Consolidation

Unaudited Interim Consolidated Financial Statements

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

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

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

Share Splits

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

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

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

Principles of Consolidation

 The Company has incorporated two 99% 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 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 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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Convertible and Promissory Notes and Derivative Financial Instruments

6 Months Ended

Oct. 31, 2011

Convertible and Promissory Notes and Derivative Financial Instruments

6. Convertible and Promissory Notes and Derivative Financial Instruments

Convertible Notes

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

Convertible Notes	October 31, 2011			April 30, 2011
$200,000 face value convertible note due October 31, 2010	$	(200,000	)	$	(200,000	)
$  42,500 face value convertible note due November 16, 2011		--			(1,691	)
	$	(200,000	)	$	(201,691	)

$200,000 Convertible Note

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

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

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

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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

$42,500 Convertible Note

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

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

Conversion of $42,500 Convertible Note

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

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

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

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

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

Promissory Note

During the year ended April 30, 2010, the Company borrowed $20,000 at 8% interest from an unrelated party. At October 31, 2011, the balance owing including interest was $22,712 (April 30, 2011: $21,997).

Derivative Financial Instruments

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

	October 31, 2011				April 30, 2011
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values		Indexed Shares		Fair Values
$200,000 face value convertible note due October 31, 2010		-	$	-		-	$	-
$  42,500 face value convertible note due November 16, 2011		-		-		423,055		47,382
		-	$	-		423,055	$	47,382

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and six months ended October 31, 2011 and 2010, respectively:

The financings giving rise to derivative financial instruments and the income effects:	Three Months Ended October 31, 2011			Three Months Ended October 31, 2010
$200,000 face value convertible note due October 31, 2010	$	-		$	-
$  42,500 face value convertible note due November 16, 2011		(11,447	)		-
		(11,447	)		-
Day-one derivative loss:
$  42,500 face value convertible note due November 16, 2011		-			-
Total derivative gain (loss)	$	(11,447	)	$	-

The financings giving rise to derivative financial instruments and the income effects:	Six Months Ended October 31, 2011			Six Months Ended October 31, 2010
$200,000 face value convertible note due October 31, 2010	$	-		$	881
$  42,500 face value convertible note due November 16, 2011		(9,415	)		-
		(9,415	)		881
Day-one derivative loss:
$  42,500 face value convertible note due November 16, 2011		-			-
Total derivative gain (loss)	$	(9,415	)	$	881

Zoro Mining Corp.

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

October 31, 2011

Amounts Expressed in U.S. Dollars

(Unaudited – Prepared by Management)