(Mark One)

Indicate by check mark if the registration is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. [   ] Yes    [ X] No

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [   ] Yes    [ X] No

Indicate by check mark whether the registrant has (i) 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 (ii) has been subject to such filing requirements for the past 90 days. [ X] Yes    [   ] No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [    ]

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter, was approximately $2,528,372.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  [   ] Yes    [    ] No N/A

APPLICABLE ONLY TO CORPORATE REGISTRANTS:

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents are incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.

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Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Zoro Mining Corp. was 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 Annual Report, we are engaged in the acquisition and exploration of mineral properties located in South America and Mexico.  We currently have interests in an aggregate of approximately 46,812 gross acres located in Chile and Peru, and a further 6,822 gross acres located in Mexico, 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. Our current symbol is "ZORM.OB".

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

Please note that throughout this Annual Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Zoro Mining," refers to Zoro Mining Corp.

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

Our transfer agent is Transfer Online, Inc. of 512 SE Salmon Street, Portland, Oregon 97214.

On December 11, 2009, the Company received a cease trade order (the "CTO") from the British Columbia Securities Commission (the "BCSC"), the effect of which is limited to the Province of British Columbia, Canada.

By its terms, the CTO was issued by the BCSC for the Company's failure to file: (i) a technical report under Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") with respect to the Company's Yura gold prospect near Arequipa, Peru, and its Don Beno gold and copper project near Copiapo, Chile, disclosed in the Company's annual information form ("AIF") (filed in the form of an annual report on Form 10-K), as filed on the System for Electronic Analysis and Retrieval ("SEDAR"); and (ii) either a preliminary prospectus and a prospectus, or a Form 45-106F1 Report of Exemption Distribution that would be required to be filed under section 6.1 of Canadian National Instrument 45-106 Prospectus and Registration Exemptions, related to certain distributions of shares made by the Company to British Columbia residents.

The Company subsequently filed the required Reports of Exempt Distribution. In addition, the Company filed the following NI 43-101 Reports on SEDAR:

In addition, the Company filed an amended Annual Information Form on Form 10-K/A for the Company's fiscal year ended April 30, 2009 on SEDAR in order to revise certain disclosure regarding the newly filed Yura, Escondida and Don Beno project technical reports. The Company filed such Form 10-K/A with respect to its fiscal year ended April 30, 2009 with the SEC on July 6, 2010.

As a result, the BCSC determined to revoke the CTO on July 21, 2010.

Effective August 15, 2009, the Board of Directors of the Company authorized the settlement of debt with certain creditors of the Company, which debt consisted of outstanding convertible notes, advances, promissory notes, services, accrued interest and other amounts aggregating $1,956,174.00 (the "Aggregate Debt"). The Aggregate Debt was satisfied in accordance with the issuance of an aggregate 4,890,440 shares of the restricted common stock of the Company at $0.40 per share.

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Effective February 23, 2010, the Company entered into an Asset Purchase Agreement with two vending parties to acquire a 100% interest in three property mineral exploration concessions comprising 1,497 hectares (3,699 acres) as an extension to the Company's existing Yura gold prospect located 30 kilometers west of Arequipa, Peru (the "Fortuna Properties"). Harold Gardner, an officer and Director of the Company, is an indirect minority shareholder of one of the vending parties. Subject to final due diligence, the lifting of the Cease Trade Order (which occurred on July 21, 2010), and other customary closing conditions, the Company plans to (i) issue 6,000,000 restricted shares of its common stock to the Vending Parties; (ii) pay to the Vending Parties $100,000 prior to the closing of the acquisition, $125,000 at the closing date, and $100,000 six months from the closing date; and (iii) grant to the Vending Parties, a 2.5% net smelter return ("NSR") royalty on the proceeds of any production from the Fortuna Properties capped at $20,000,000, 1.5% of which can be repurchased by the Company at any time before commencement of any production for the sum of $8,000,000. The NSR also calls for an advance minimum yearly payment of $100,000 to the Vending Parties, which amounts are credited against any royalties ultimately payable.

We are a natural resource exploration company currently engaged in the exploration, acquisition and development of property located in South America and Mexico. We plan to conduct exploration programs on our properties with the objective of ascertaining whether any of our properties contain economic concentrations of minerals that are prospective for mining. We currently have interests in an aggregate of approximately 41,872 acres located in Chile, approximately 4,942 acres in Peru, and a further 6,822 acres located in Mexico, targeting gold, copper and platinum.

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

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In order to complete the acquisition of the Property, three wholly-owned subsidiaries in each of Peru, Chile and Mexico were incorporated by us to beneficially hold property titles in each country in order to comply with all applicable laws relating thereto. As of the date of this Annual Report, all properties have been transferred to our wholly-owned subsidiary in Chile, while Peru Property related interests have been executed for transfer by the Vendors and have been submitted to Zoro's Peruvian subsidiary's (Zoro Mining SAC) property transfer notary to complete the transfer, pending the payment of required fees. Property transfers in Mexico are pending from Aravena Internacional SA to Aravena Mexicana SA in Mexico pending the payment of required fees.  In order to complete the acquisition of the Property, we further caused one of our existing founding shareholders to sell an aggregate of 35,500,000 restricted shares of Common Stock held of record by such shareholder to the Vendors at an aggregate purchase price of U.S. $0.00001 per common share.

As of the date of this Annual Report, we have paid and will continue to pay to, or on the Vendors' behalf, all underlying regulatory, maintenance, and governmental payments and assessment work required to keep the mineral property interests comprising the Property and any underlying option agreements respecting any of the mineral property interests comprising the Property in good standing through the calendar year of 2009. The Company has been concentrating its exploration initiatives primarily in Peru on its Yura gold prospect located near Arequipa, Peru and on its Don Beno gold and copper project near Copiapo, Chile.

The Don Beno Project is located approximately 110 kilometers south-southeast of the industrial city of Copiapo, which is approximately 450 kilometres north of the capital city of Santiago.

The Mining Code of Chile guarantees the owner of mining claims the right-of-access to the surface area required for their exploration and exploitation. This right is normally obtained by a voluntary agreement between the mineral claim owner and the surface owner. The mining company may obtain the Rights of Way (Servidumbre) through the civil court system, if necessary, by agreeing to indemnify the surface owner for the court-determined value of the surface area.

The Don Beno Project consists of 5,900 hectares of exploration claims staked by Gareste. Property boundaries are located by UTM coordinates and the corners are secured by concrete monuments. Zoro holds a 100% interest in the property.

Zoro completed a purchase of a 100% interest in the Project through a Mineral Asset Acquisition Agreement dated May 7, 2007. Under this agreement Zoro incorporated its Chilean subsidiary Zoro Chile Ltda. and obtained interests in six separate properties in Chile and Peru, and in return a number of Zoro shares and warrants to purchase shares were issued to the vending group. There is no royalty attached to the property.

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Reconnaissance mapping indicates that virtually all the rocks on the property have been subjected to propylitic alteration, with local overprints of silicification, disseminated sulphide, and structurally-controlled potassic alteration. In addition, a distinct relationship of epidote-chlorite alteration associated with hematite/magnetite has been noted in several areas of the property. Sodic and sodic-calcic alteration assemblages have been identified, as exemplified by the presence of secondary albite, scapolite, actinolite, and rarely clinopyroxene. The author of the Don Beno Technical Report, Mr. Hiner, confirmed the presence of these minerals in the field.

The following summary is based upon Chile's Environmental Law 19.300 and the Regulations regarding environmental impact studies.

Chile's environmental law (Law N^o 19.300), which regulates all environmental activities in the country, was first published on March 9th, 1994. An exploration project or field activity cannot be initiated until its potential impact to the environment is carefully evaluated. This is documented in Article 8 of the environmental law and is referred to as the Sistema de Evaluación de Impacto Ambiental (SEIA).

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The SEIA is administered and coordinated on both regional and national levels by the Comisión Regional del Medio Ambiente (COREMA) and the Comisión Nacional del Medio Ambiente (CONAMA), respectively. The initial application is generally made to COREMA, in the corresponding region where the property is located, however in cases where the property might affect various regions the application is made directly to the CONAMA. Various other Chilean government organizations are also involved with the review process, however most documentation is ultimately forwarded to CONAMA, which is the final authority on the environment and is the organization that issues the final environmental permits.

There are two types of environmental review; an Environmental Impact Statement (Declaración de Impacto Ambiental, or "DIA"), and an Environmental Impact Assessment (Evaluación de Impacto Ambiental, or "EIA"). As defined in the SEIA, a Declaration (DIA) must be prepared prior to starting detailed drilling for a mining project (defined as the stage of reducing "uncertainty" in the quantification of mineral resources and for purposes of defining a mining plan). The regulations provide an exemption from the need to prepare a DIA during the "exploratory stage" when the extent of the orebody is being determined. A DIA is prepared in cases when the applicant believes that there will be no significant environmental impact or social controversy as a result of the proposed drilling and advanced exploration activities. The potential impacts include areas such as health risks, contamination of soils, air and/or water, relocation of communities or alteration of their ways of life, proximity to "endangered" areas or archaeological sites, alteration of the natural landscape, and/or alteration of cultural heritage sites. The DIA will include a statement from the applicant declaring that the project will comply with the current environmental legislation, and a detailed description of the type of planned activities, including any voluntary environmental commitments that might be completed during the project.

In the case of Don Beno; the project is located in an isolated setting far from any significant population, and a Declaration (DIA) is not required at the present stage of exploration whereby the existence of potentially economic mineralization or an ore body is still being determined by phased exploration efforts. For any detailed drilling phase, a DIA will be required. A full Environmental Impact Study (EIA) will only be required in connection with permitting process when the project moves forward to approval for construction. The EIA report is much more detailed and includes a table of contents, an executive summary, a detailed description of the design of the project facilities and operating parameters, a program for compliance with the environmental legislation, a detailed description of the possible impacts and an assessment of how they would be dealt with and repaired, a baseline study, a plan for compensation (if required), details of a follow-up program, a description of the EIA presentation made to COREMA or CONAMA, and an appendix with all of the backup documentation. Once an application is made, the review process by COREMA or CONAMA will take a maximum of 120 days. Question and answer cycles typically delay this process. After the basic environmental approval is given a number of construction/operating permits may be granted by the appropriate authorities allowing the mine development and facilities construction to commence. If, however, COREMA or CONAMA comes back with additional questions or deficiencies, an equal period of time is granted to the applicant to make the appropriate corrections or additions. Once re-submitted and a 60 day period has elapsed, if no further notification from COREMA or CONAMA is received, the application is assumed to be approved.

The Don Beno project is expected to have minimal impact on any existing community or significant environmental parameter. No towns or populated areas fall within the boundaries of the property and the nearest significant community is Copiapo, which is about 100km to the north. The area in the vicinity is sparsely populated at best, and in general the local residents have a long history of subsistence living from transient goat herding and very small scale mining of narrow gold-bearing veins. In general the local communities have a very favorable attitude towards mining, particularly in terms of the possibility of future employment.

There is no record of any exploration work, other than that detailed in this report, having been performed in this area in the past. There are a few miniscule prospect pits that explore surface copper oxide occurrences, small quartz veins, and iron-altered zones, but not tunnels or shafts of any consequence. Because there is no requirement by the Chilean regulatory agencies regarding the reclamation of such workings by subsequent lessees, there is no known environmental liability associated with the claims.

Permits for exploration and development are administered by the Chilean National Geological and Mining Service (SERNAGEOMIN). Environmental compliance is assured via the offices of the National Environmental Committee (CONAMA). Claim titles are recorded at the local Mining Conservator in Copiapo (Conservador de Minas).

The small industrial city of Copiapo, 65 kilometers to the north northeast, is the closest community to the Don Beno Project. Copiapo is the capital of Region 3 (the Atacama Region), and the province of Copiapo. Copiapo has a diversified economy, but mining is the principal activity.

The property is accessible via Pan American Route 5. Travel south from Copiapo about 75km to provincial highway C-439, a maintained gravel and dirt road. Turn east on C-439 and proceed about 26 km to the central part of the property, which the road crosses. Travel time is about 1.5 hours. A four-wheel drive vehicle is not necessary, but recommended.

Climate in the area is typical of the Atacama region. The area is known for its dry conditions, and rainfall is rare. It is a relatively cool, arid area and is occasionally subject to heavy fogs. Because of its location between low coastal mountains and the high Andes inland, the region is meteorologically anomalous. Summer temperatures average only 180 C, and winter low temperatures can be as low as 50 C. Due to the temperate climate, work on the property can be done year round.

Elevations on the property range from 900 to 1400 meters above sea level. Topography is moderate, and all areas of the property are easily accessible by vehicle or on foot. Vegetation is minimal due to the extremely arid climate in the Atacama region.

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The closest source of supplies and materials is Copiapo. An industrial city with a long mining history, it is an excellent source for dried goods and consumables, various services, and an experienced work force is available. Numerous hotels and restaurants provide a variety of food and lodging capabilities.

Power is available about 30 km west of the property. Water is available in Copiapo or at the Candelaria mine, about 65km and 40km to the north respectively.

Little is known of the early prospecting or artisanal production from the Don Beno property. Artisanal miners explored the area, and made numerous cuts and prospect pits, but no sustained mining took place.

In 1973 Placer Inc. conducted regional exploration activities, and examined a skarn occurrence that occurs near the eastern part of the Don Beno property. Phelps Dodge examined the area as part of a skarn exploration program in the 1980's. From 1990 through 1995 Phelps Dodge drill-delineated a small porphyry copper deposit about 10km southwest of Don Beno.

The entire area has been the locus of substantial exploration in the last ten years. The Don Beno property abuts a large property position held by SAMEX Mining Corporation to the west. To the south the Don Beno property is bounded by the IPBX Resources gold property. Both properties were explored in the late 1990s and early 2000s, but both properties are currently inactive.

Gareste began staking and acquiring claims in the Don Beno area in 2007, and by late 2008 had acquired and consolidated the claim package that was vended to Zoro. The Company has no knowledge of any prior claimants in the area.

This portion of central Chile has a complex history with a Jurassic magmatic arc developed in the Coastal Range, progressing through a backarc sedimentary platform to the east. During the early Cretaceous an "aborted marginal basin" formed to the east of the arc, through which large volumes of andesites and basalts were erupted. Progressive deformation in the mid Cretaceous of the basinal volcanic formed the Aconcagua thrust fold belt. This occurred in conjunction with an eastward migration of magmatism during the Cretaceous and Tertiary. Andean deformation extended eastward for over 1000kms in this region indicating a shallow dipping Benioff zone.

Marine transgression and volcanism are represented in this area by the Cerrillos Formation or its equivalents. Volcanism was both subaerial and submarine in nature. During the early Jurassic volcanism, large granitic to gabbroic plutons of the Mincha Superunit were emplaced in the coastal regions. Later uplift caused a shift to dominantly subaerial conditions resulting in pervasive burial metamorphism as the marginal basin was filled with conglomerates, lavas and limestones. At the beginning of the Late Cretaceous the marginal basin rocks were intruded by granodioritic plutons of the Illapel Superunit, and this magmatic activity continued to the Miocene. This magmatic and volcanic activity moved progressively farther east during this time as a result of the shallow dipping Benioff zone.

Continuing uplift to the east created the high Andes during the Miocene to Recent time. Concomitant erosion and transport of the erosional products resulted in the deposition of the Atacama gravels, which blanket the peninsular region of Chile.

The Don Beno property is underlain by Cretaceous metasedimentary and metavolcanic rocks that have been intruded by multiple small intrusive rocks of dominantly intermediate composition.

The eastern half of the property is dominated by andesitic flows, agglomerates, flow breccias, and tuffaceous units assigned to the Cerrillos Formation that have been intruded by irregular bodies of granodiorite appearing as sills, dikes, and small intrusive masses.

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The western half of the property is underlain by Cretaceous marine sedimentary and metasedimentary rocks of Chanarcillos Group, (which includes the Pabellon, Totoralillo, Nantoco, and Abundancia Formations), and the younger Cerrillos Formation. The rocks range in composition from massive limestone to siltstone and sandstone beds. Where contact metamorphosed, the rocks have been converted to hornfels and marble. The Chanarcillos Group consists largely of marine limestone and cherty limestone. The Chanarcillos Group and its temporal equivalents (the Bandurrias Group - terrestrial volcanic, volcaniclastic, and sedimentary rocks) are the host rocks for the prolific silver deposits of the Chanarcillo District and the Candelaria copper gold mine, 13km and 45 km north of Don Beno, respectively. Rock units within the Chanarcillos Group that are exposed at Don Beno include the Pabellon Formation, which is made up of calcareous siltstone to cherty limestone units with common intercalations of very fine-grained arenaceous units. Unnamed units that are possibly the Totarillo and Nantoco equivalents are also exposed, but poor exposure and fault contacts make reliable identification difficult.

All of the sedimentary and volcanic units have been intruded by thick granodiorite and diorite/gabbro sills up to 100m thick, and smaller, irregular granodiorite stocks. Younger quartz monzonite, granodiorite, and diorite dikes ranging in width from 1 to 20m intrude all of the earlier rock types. Quaternary terrace gravels, slope talus, and alluvium cover large parts of the property, particularly in the vicinity of deeply incised arroyos or quebradas.

The principal metals of interest at Don Beno are gold and copper. The exploration conducted to date by Zoro has concentrated on the identification and drill-testing of geochemical and geophysical anomalies that would be indicative of porphyry copper style mineralization. In its simplest form, this deposit type involves the occurrence of copper minerals, usually chalcopyrite, disseminated within an intrusive rock. The copper minerals generally occur with pyrite, and is the type of occurrence that lends itself well to geophysical techniques such as induced polarization and resistivity surveys, which are used to delineate high sulphide (and thus electrically conductive) rock masses within reach of the drill. Because northern and central Chile has long been a locus of porphyry copper exploration, initial work by Zoro was aimed at delineating IP anomalies within or adjacent to the intrusive rocks that underlie part of the property. Subsequent core drilling on known IP/resistivity targets appears to severely diminish the porphyry copper potential of the property.

Re-evaluation of exploration results led Zoro geologists to reconsider the property's potential for hosting a different type of mineral occurrence, particularly given the geologic and geochemical setting and the property's location in Chile. Iron oxide-copper-gold deposits (IOCG) are a recently-recognized class of hydrothermal ore deposit that has become the focus of exploration in many areas, in particular the 3^rd region of Chile. IOCGs occur in a variety of geological settings around the world. Their mode of origin remains controversial, but they appear to be replacement style deposits. Typical features of IOCG deposits include:

1. Copper-gold sulphide mineralization typically occurs with large concentrations of iron oxide minerals; mainly magnetite and hematite, as opposed to iron sulphides.
2. IOCG deposits tend to be localized along subsidiary structures related to major, crustal-scale fault systems and are associated with widespread hydrothermal alteration.
3. IOCG deposits appear to replace the host rock in which they are found.
4. Sodic alteration and a complex suite of pathfinder elements are common, and may include cobalt, rare earth elements, and uranium, among other elements.

Numerous examples of IOCG deposits in the 3^rd region include presently or formerly operating mines such as Candelaria, Punta del Cobre, Manto Verde, Mantos Blancos, and the recently discovered Relincho deposit. The Cretaceous metasedimentary rocks at Don Beno are the host rocks at Candelaria and Punta del Cobre. The Chilean IOCG deposit types form a north-south trending belt that extends from near Antofagasta in the north to near La Serena in the south. The best known of the IOCG deposits in the Chilean belt are centered in the 3^rd region, in the general vicinity of Don Beno.

The recognition of IOCG characteristics at Don Beno, such as low titanium, high iron, and elevated trace element chemistry, and widespread sodic-calcic alteration, has led Zoro to reconsider its exploration program and objectives. IOCG deposits are generally characterized by sulphide-deficient low titanium magnetite and/or hematite breccias, veins and lenses of hydrothermal origin with polymetallic enrichments (Cu, Au, Ag, U, REE, Bi, Co, Nb, P), and therefore do not generally respond to the geophysical techniques utilized in porphyry copper exploration. Instead, the diagnostic features of IOCG deposits include field recognition of regional calcic-sodic alteration overprinted by focused potassic and iron-oxide alteration, and the coincidence of aeromagnetic, ground magnetic, and gravity highs. The association of uranium and thorium in many IOCG deposits has led to the use of radiometric surveys as well. However, the Chilean IOCG deposits are not enriched in uranium, and only locally contain elevated rare earth elements. In addition, trace element geochemistry has been successful utilized in exploration at Manto Verde and Mantos Blancos. Companies have successfully utilized proprietary chemical ratio techniques, radiometric surveys, and subtle trace element patterns to substantiate geophysical targets and fine-tune drilling programs.

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Gold, silver, and copper mineralization identified by fieldwork and drilling to date is sporadic and limited to narrow zones in areas where IP surveys generated geophysical anomalies. The style and mode of precious metal mineralization does not appear to be related with any porphyry system event. The intensity of alteration generally associated with a porphyry copper deposit (argillic, phyllic, and potassic alteration over wide areas) is not present at Don Beno, although limited hydrothermal evidence exists that indicates a modest mineralizing system is present in the area investigated to date. None of the work done to date has successfully identified copper gold mineralization that could be construed to be of a size and tenor to suggest an orebody could be developed.

Mapping and sampling suggest a strong relationship at Don Beno of epidote-calcite-chlorite alteration with hematite and magnetite. Further, limited trace element geochemistry suggests the iron minerals are titanium deficient. Sodic alteration is present and is manifested by the presence of sodic feldspars, scapolite, and sodic amphiboles and actinolite.

Samples taken by Mr. Hiner are sulphur deficient but anomalous in Sr, P, Fe, Co, Ni, Ca, and Bi, and enriched in Na and Ca. The chemistry, although not confirmatory, is indicative of the type of trace element chemistry associated with IOCG deposits.

In 2007, three reverse-circulation holes were drilled by Gareste. Two holes were drilled to test for downdip extensions of mineralization encountered in drillholes on the adjacent SAMEX property to the west and a third hole was drilled adjacent to a copper prospect on the Don Beno property. Geochemically anomalous amounts of gold and silver were encountered in holes 1 and 2. The third hole encountered no mineralization because it was drilled in the footwall of a mineralized fault and did not cross the mineralized zone.

In early 2008, Zoro engaged geologic consultant Michael Fox to conduct geologic mapping to evaluate the potential for intrusive rocks at Don Beno to host porphyry copper type mineralization. The mapping was done on a reconnaissance basis. In his summary he postulated that faults he interpreted as subsidence structures provide evidence for down dropped blocks that could host a blind porphyry at depth in a caldera relationship. Fox also noted that "widespread propylitic alteration is present in all areas of the property mapped to date, but more intense hydrothermal alteration typically associated with porphyry centres has not yet been identified." Fox observed property-wide epidote-carbonate-chlorite alteration, and a consistent relationship of calcite with hematite/magnetite. Fox took 30 samples, which were analyzed at Viga Laboratories in Copiapo for Cu, Mo, Ag, Pb, Zn, and As, but no trace element chemistry was undertaken.

A geophysical program was conducted at Don Beno in 2008. Hydrogeophysics Inc., a Tucson-based geophysical contractor, engaged in substantial IP/Resistivity surveys. By the end of 2008, the company had completed 12 survey lines totalling 63 km. Ground magnetic surveys were run concurrently along 5 of the IP lines. Several strong near-surface IP anomalies were detected, which encouraged Zoro to engage in additional surface work followed by core drilling. Hydrogeophysics Inc. summarized their work about halfway through their program at 33 line-kilometers.

Subsequent geologic mapping and drilling of the IP anomalies ascertained that most of the sulphide detected was pyrite. Low and sporadic values of copper and gold were encountered in narrow zones within the pyrite occurrence. Later mapping indicated that surface evidence of disseminated pyrite was present in numerous rock types and that IP anomalies were largely derived from variable concentrations of disseminated pyrite.

As a complement to the geophysical work, Zoro retained geologic consultant Eberhardt Schmidt to map the geology of the part of the property in the vicinity of the IP surveys, an area of about 47km². Schmidt's mapping results were consistent with the IP anomalies, in that disseminated pyrite casts were mapped in surficial rocks underlain by IP highs that were subsequently drill-tested.

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Schmidt, working with assistants, also oversaw a soil sampling program, which was designed to test the soil geochemical response to potential underlying mineralization. Geochemical soil sampling surveys covered a portion of the Don Beno property during the period April to June 2008. Samples were collected on a 200 m grid and analyzed for Cu, Mo, As, Ag, Sb, Pb, and Zn at Viga Labs in Copiapo. Results indicated small, inconsistent +100ppm Cu values that are likely related to wide-spaced siderite-chalcedony veins that locally exhibit copper oxide staining in an otherwise unmineralized granodiorite and andesite terrain. The other elements analyzed as part of this program returned low and inconsistent values with no discernible pattern.

Zoro contracted Perfo Andes, a local drilling company, to conduct a core drilling program at Don Beno. The program was initiated in July 2008 and was designed to test the various IP anomalies detected by the geophysical surveys. Eight holes were completed, ranging in depth from 10 to 700 m. A total of 1,960 meters was drilled. Results of core logging and geochemical analysis indicate the presence of abundant pyrite in sedimentary rocks and to a lesser extent in underlying volcanic and intrusive rocks.

A total of 10 holes have been drilled on the property: three reverse circulation holes by Gareste in 2007, and eight core holes by Zoro in 2008.

2007 - Drillhole PDB-1. Because the carbonaceous unit dips easterly beneath the Don Beno property, Gareste drilled an RC hole in 2007 to test for the occurrence of the carbonaceous unit and to determine the extent of gold mineralization, if any. A total of 381 meters was drilled in a -70o W angle hole. A black carboniferous unit was encountered from 280m to 364m.

2007- Drillhole PDB-2. A second RC hole was drilled about 4km NE of PDB-1. The hole was drilled due east at -70o for a total of 354m. The hole was apparently not logged, but samples were split and assayed.

2007 - Drillhole PDB-3. A third RC hole was collared adjacent to a prospect known locally as the Volka Mine. The prospect is a small prospect sited on an oxide copper occurrence in a fault zone. Unfortunately the hole was sited in the footwall of the fault zone and drilled at about the same angle as the fault dip, thus never crossed the target structural zone.

Samples from the 2007 RC program were split three ways. One split was sent to Viga Labs in Copiapo for ICP-AA analysis, one split was sent to Jacobs Assay Office in Tucson for fire assay, and one split was retained and stored at a rented facility in Copiapo. Jacobs analyses revealed ubiquitously low gold and silver values.

Silver values in Jacob's fire assays are at or below detection limits, whereas ICP-AA methods detected geochemically anomalous but low silver. Copper is also anomalous, but the highest values are in the hole drilled adjacent to a structure, not across it. In the opinion of Mr. Hiner, the RC drilling method and the potential for sample contamination raise serious concerns as regards the accuracy of precious and base metals assay results.

Noteworthy among the RC analyses and assays are the anomalously low sulphur, titanium, and tungsten values, and elevated cobalt, iron, and phosphorous values. Although these values are not reliable in respect of drilled or sampled intervals, they are indicative of the geochemistry of the rock sequence drilled.

The encouraging results of the geophysical program led to a drill program to test the strong IP anomalies delineated by Hydrogeophysics Inc. Eight core holes were drilled by contractor Perfo-Andes under contract to Zoro from July 2008 through September 2008. Hole depths ranged from 10 to 700 m and a total of 1960 meters was completed.

Hole DB-1 (365,017E 6,907,504N: -90^o). Sited to test a strong near-surface IP anomaly on Lines 1 and 3 in Quebrada Majada Principal, the hole penetrated 22m of oxidized calcareous siltstone and then intersected a sequence of black calcareous siltstone cut by granodiorite dikes and sills, all containing 1-2% pyrite and pyrrhotite. No copper minerals were observed. The hole was stopped at 333m in very firm, unaltered granodiorite porphyry that contains trace amounts of disseminated pyrite.

14

Hole DB-2 (368,869E 6,910,735N: -90^o). Both DB-2 and DB-3 tested a strong near-surface IP anomaly on Line 9 in Quebrada Garcia within an area of abundant surficial iron-oxide staining. Hole 2 penetrated bleached and oxidized andesite agglomerate to 16m and then continued in andesite agglomerate before bottoming at 116m in strongly silicified granodiorite. The andesite agglomerate contains 3-5% disseminated pyrite and pyrite clusters, commonly associated with epidote veinlets. Locally, there are steeply dipping seams of fragmental granodiorite with a pinkish-gray blotchy matrix (probable K-spar alteration) accompanied by disseminated epidote.

Hole DB-3 (368,995E, 6,910,590N: -60^o @bearing 305o). Hole DB-3 is located 200m southeast of DB-2, and also penetrated andesite agglomerate containing up to 3% disseminated pyrite to 75m depth. The hole then entered silicified granodiorite that contains epidote-pyrite veinlets and 2-3% disseminated pyrite. The hole was ended at 150m in granodiorite breccia with irregular epidote clasts.

Hole DB-4 (367,795E 9,910,866N: -60^o @ bearing145o). This hole tested an IP anomaly located on Line 4 beneath a limestone ridge. The hole penetrated a variable sequence of cherty limestone and balck silty limestone, locally containing up to 3% very fine-grained pyrite distributed in thin <1mm lamellae. Black sooty carbonaceous siltstone containing 3% pyrite occurs near crosscutting dacite dikes. The hole bottomed in a dacite sill that contains up to 3% disseminated pyrite.

Hole DB-5 (369,099E 6,911,292N: -60o @bearing 252o). This hole was located to test an extensive area of iron oxide-stained andesitic rocks near Quebrada Garcia. The hole was collared in propylitically altered andesite flows containing 1-4% disseminated goethite and iron-oxides in boxworks and casts after pyrite. The hole penetrated an alternating succession of oxidized andesite flows and diorite dikes to 47m, and then intersected andesitic agglomerate containing finely disseminated epidote with traces of pyrite. The hole remained in agglomerate with occasional diorite dikes until the hole was suspended at total depth of 110m.

Hole DB-6 (367,299E 6,910,894N: -60o @bearing 145o). Sited to test a deep IP anomaly on Line 11, the hole was collared in dense cherty limestone and silicified siltstone. Due to miscommunication the hole was stopped at 10.5m, and the rig moved. This location was not further tested.

Hole DB-7 (367,111E 6,911,013N: -60o @ bearing 355o). This hole tested a deep IP anomaly on Line 8 beneath a +400m thick diorite sill. The hole collared in very firm fine-grained diorite exhibiting abundant brecciation at its base. Beneath the sill at 453m, the hole intersected an alternating sequence of black calcareous siltstone, clastic interbeds, and occasional massive limestone units tentatively assigned to the Nantoco Formation. The hole was ended at 700m in finely laminated calcareous siltstone with 1-3% very finely disseminated pyrite.

Hole DB-8 (368,632E 6,910,202N: -60^o @bearing 300o). A strong IP anomaly detected on Line 4 in Quebrada Garcia was tested by Hole DB-8. Located 600m southwest of DB-2, the hole was collared in oxidized siltstone and penetrated an alternating sequence of calcareous siltstone and sandstone containing 1-3% disseminated pyrite. The hole ended at 292.5m in a sedimentary breccia that contains 2%pyrite.

Due to lack of funding, no other assay work was completed. However, the best intervals were selectively sampled by Schmidt and found lacking. It is the opinion of Mr. Hiner that additional sampling of marginal mineralization would not substantively change the mineral potential in the zones where IP anomalies were targeted.

Results from three 2007 reverse circulation holes drilled by Gareste encountered only geochemically anomalous base and precious metal values. Rotary holes PDB-1 (RC-1) and PDB-2 (RC-2) bottomed in carbonaceous sedimentary rocks, according to Zoro personnel. Assay results are all low in gold and silver. In multi-element analysis, samples from the drill holes exhibit affinities to the trace element chemistry commonly associated with Chilean type IOCG type deposits. In particular the elements cobalt, copper, phosphorous, and to a lesser extent cesium are elevated, and sulphur and titanium are low. Although not conclusive, the trace element chemistry is more supportive of an IOCG mode of occurrence than a porphyry copper occurrence.

15

The 2008 core program tested several IP anomalies, all of which appear to be generated by disseminated and veinlet-controlled pyrite occurrences in a variety of volcanic, intrusive, and sedimentary rocks. Only minor amounts of copper, gold, and silver were reported in assays taken from drill core in zones associated with the pyritic material. The best intervals were assayed, and returned sporadic and low results in narrow zones.

Rejects and pulps from the 2007 drill program conducted by Gareste were discarded by the laboratory and thus unavailable for examination. Residual samples and splits from 2007 RC drilling were also unavailable due to a storage dispute.

Sample pulps and rejects taken by Michael Fox were unavailable to Mr. Hiner. Fox took 125 rock chip samples from outcrops during reconnaissance mapping activities, of which 39 were submitted for multi-element analysis to Viga Labs. Due to lack of funding, only 25 samples were assayed by Viga Labs. According to his interim report, which Mr. Hiner reviewed, the objective of his mapping and sampling was focused on the evaluation of the potential of intrusive rocks at the property for hosting porphyry copper type mineralization. Fox made detailed notes about location, rock type, alteration, structure, and mineralization at each sample location. Samples were collected on a reconnaissance basis, and sample density is very low, as Fox examined approximately 80 square kilometres during his mapping effort. Sample sites were not tagged in the field, but Mr. Hiner visited and sampled three outcrops noted by Fox. The field and geologic observations of Mr. Hiner agree with Fox, but Mr. Hiner's copper assay values are higher than Fox reported, whereas silver values generally agree.

The 2007 drill program was conducted using reverse circulation methods. Due to sampling inefficiencies related to the method of drilling, the RC program's results as regards precious metals should be discounted.

Ground magnetic studies undertaken by Hydrogeophysics personnel were conducted to industry standards. The field instrument used is a GSM-19W magnetometer. Base stations were established, calibrated, and checked in the morning, at noon, and at the end of the day. Mr. Hiner accompanied the geotechnician on part of one survey line, and was satisfied with the methodology, and believes the results are valid. No physical samples were created by the geophysical work.

Geologic mapping by Schmidt was field checked by Mr. Hiner and found to be accurate.

Soil sampling was observed in progress, and soil sample stations were later checked for consistency of sample horizon, pit depth, and sample size. Mr. Hiner believes the methodology was good, and sample security measures were adequate to provide a reliable sample to the laboratory. Results of the soil program noted erratic anomalies with no discernible pattern. It is Mr. Hiner's judgment that the soil sample results track local, narrow veinlet mineralization of little to no interest.

The 2008 drill program was conducted under the supervision of independent consultant E. Schmidt. Core logging and sampling by Schmidt were observed by Mr. Hiner and carried out to industry standards. Core recovery was good. Sample security was adequate to ensure a representative sample was delivered to the laboratory. However, due to funding limitations, only narrow zones of visibly mineralized material was split and sampled. The samples are thus not representative of any larger mass of rock. Further, because sampling was selective, the zones that were sampled do not represent true thicknesses or any zones other than the material in the narrow zones that were sampled. It was evident from low drill assay results from selectively sampled core that disseminated sulfides bodies as defined by IP/resistivity studies and encountered by core drilling do not constitute the target at Don Beno. Due to the overall low results, Mr. Hiner saw no reason to verify drill results.

Mr. Hiner took eight 2kg rock samples of altered volcanic rocks, sedimentary rocks, and intrusive dikes and sills. The samples were collected in 10 mil plastic bags, noted by sample tag and felt marker, and sealed with plastic zip ties. The sample locations were noted by GPS location, and photographs of the sample area were taken. The eight samples taken by Mr. Hiner are representative of silicification, iron-stained, and mineralized zones found in altered intrusive rocks, metasedimentary rocks, and volcanic extrusive rocks. Mr. Hiner attempted to sample obviously altered rocks in order to determine both precious metal content and the trace element content of mineralized or altered rocks. The samples are thus visually biased toward mineralized material, and are not representative of either the country rock in the area, and may not be representative of mineralization, if any, which may occur at depth in the area. Brief descriptions of these samples are set forth below.

16

Mr. Hiner did not attempt to sample unmineralized rocks.

Samples from Gareste's 2007 RC drilling were bagged in 2 meter intervals on site in 12 mil plastic bags and sealed with plastic zip ties. Sample intervals were noted by black felt marker and delivered daily to Viga Labs in Copiapo. Viga Labs split the samples using a Jones Riffle Splitter. One half of the split sample was sent to Jacobs Assay Lab in Tucson for fire assay, and the other half was sent to ALS Chemex in La Serena for ICP analysis.

Jacobs Assay Lab prepared the samples as follows:

1. samples as received were dried and ground to 90% -100m.
2. All samples were placed in a rolling cloth and mixed a minimum of 24 times before sampling.
3. Standard fire assay procedures were utilized using 1/2assay ton charges. Gold and silver were determined gravimetrically and reported in grams per metric ton.
4. Copper and arsenic assays were obtained using ½ gram samples.
5. ½ gram samples were digested in Aqua Regia, raised to 200ml, and analyzed via Perkin Elmer atomic absorption.
6. Copper and arsenic were reported in percent.
7. Jacobs placed internal standards and blanks randomly throughout the analysis stream.

ALS Chemex prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to greater than 70% -2mm using a jaw crusher.
2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.

Fox collected rock chip samples as part of a reconnaissance commissioned by Gareste. Mr. Hiner was unable to find tagged sample locations in the field or any sample tags evidencing a sample site, although individual outcrops located by GPS were examined. Fox's samples were analyzed by Viga Labs in Copiapo using atomic absorption. The level of security employed by Fox is unknown to Mr. Hiner and Fox could not be reached to obtain additional detail.

17

Selected drill core was split by Schmidt and bagged and sealed. The samples were couriered to Jacobs Assay in Tucson. Jacobs conducted standard fire assay for Au, Ag, and Cu. Samples were dried, crushed to greater than 90% -2mm using a jaw crusher. A 250 gram split is obtained using a Jones Riffle Splitter, and pulverized to greater than 85% -75microns using a standard ring and puck pulverizer. A 50 gram split was analyzed by fire assay gravimetric methods for Au and Ag. An additional 50 gram split was digested in Aqua Regia and analyzed for Cu using atomic absorption. Zoro engaged independent consultant Schmidt to conduct the logging, splitting, and sampling. It is Mr. Hiner's opinion that Schmidt exercised all due caution to ensure the independence and security of samples he took and subsequently sent to Jacob's Assay Office.

In respect of Mr. Hiner's samples, no employee, officer, director, or associate of Zoro Mining Corporation was involved in the selection of samples to be taken by Mr. Hiner, involved with the collection of the samples, or the preparation of the samples.

The samples were sealed at the sample site and remained in Mr. Hiner's possession. The samples were stored in his hotel room until they were sealed and shipped by standard carrier to the ALS Chemex Laboratory in La Serena. ALS Chemex is a certified assay laboratory under ISO 9001-2000.

ALS Chemex at La Serena prepared the samples as follows:

1. dried the samples as necessary and crushed the samples to greater than 70% -2mm using a jaw crusher.
2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. A 30 gram split was analyzed by for gold ICP-AA and fire assay (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.

Quality control procedures were employed by Mr. Hiner in the field for the samples collected to ensure that samples are representative of the material sampled. ALS Chemex maintains a program of internal quality assurance and quality control to maintain and control precision, accuracy, and contamination. These include the insertion of ALS geochemical standards and blanks into the sample analysis stream and duplicate analyses of both standards and client samples. Mr. Hiner relied on the laboratory's quality control program to manage precision, reliability, and reproducibility.

It is Mr. Hiner's opinion sample preparation, security, and analytical procedures are adequate for this level of evaluation. However, future programs to evaluate the Don Beno property should include development of a company-held geochemical standard, and utilization of blanks (geochemically inert material such as silica sand) inserted into the sample stream for submission to the laboratory to ensure and verify the precision and accuracy of the assay results, and to enable detection of contamination.

Geological information for the Don Beno property has been compiled from public and private sources and is dominantly of a geological or geophysical nature. Selected geochemical results from work by Gareste and consultants Fox and Schmidt were made available and inspected, but only minor duplicate sampling or data verification was undertaken to substantiate field checks of geology, visible mineralization, drill hole locations and core examination. Fox's sample locations were not tagged and could not be located in the field except by GPS location with an accuracy of +/-3m.

Mr. Hiner is not aware of any quality control measures that may have been used by Gareste geologists in their sampling programs. Because pulps and rejects from the 2007 RC program at Don Beno were not available, Mr. Hiner could not verify prior results. The 2007 drilling was conducted using RC drill methods, which are unreliable.

Fox's previous sample locations were not tagged or otherwise visible in the field. Mr. Hiner visited outcrops noted by Fox that were located by GPS, and sampled three of the outcrops in the same locations. Geochemical results are comparable; and Mr. Hiner ascribes minimal variations in chemistry to sampling bias by either or both individuals.

Due to the low and disappointing assay results from thin zones encountered in the 2008 drilling, Mr. Hiner did not resample any core.

Geophysical data was made available to Mr. Hiner and reviewed. Both raw data and subsequent data reductions were reviewed. Mr. Hiner was present part of the time when the geophysical survey crews were operating in the field. Mr. Hiner held discussions with field personnel and the chief geophysicist regarding work completed and work in progress. The quality of field work, data reduction and interpretation appears to be consistent with industry standards, and line-to-line comparisons are verifiable. However, Mr. Hiner is not a geophysicist and therefore not fully qualified to make judgment as to the quality of the work.

18

Mr. Hiner was present when consultant Eberhard Schmidt Ph.D. began geologic mapping in the area where geophysical studies were ongoing. A day was spent with Schmidt examining outcrops, mineral occurrences, and various rock units that would be used in geologic mapping. Mr. Hiner is personally acquainted with Schmidt, who is an experienced mineral exploration geologist. Subsequent field checks of Schmidt's mapping and interpretation are consistent with Mr. Hiner's observations.

Soil sampling surveys conducted by Zoro personnel were ongoing during Mr. Hiner's first visit to Don Beno. The soil programs were managed by geologist T. Worthington under the supervision of E. Marino. Worthington is an experienced geologist. Marino is an experienced Chilean geologist whom Mr. Hiner has known for some time. Marino's experience as Chief Geologist at Candelaria and his substantial exploration background in the 3^rd region of Chile have been helpful to Zoro as exploration has proceeded. Mr. Hiner held numerous conversations with both Worthington and Marino and is comfortable with the experience and attention to detail that both geologists have applied to soil programs at Don Beno. Soil sample results indicate low and sporadic responses that do not appear to be beneficial for the definition of mineral targets at Don Beno. Due to the poor geochemical response, Mr. Hiner believes there was no reason to conduct duplicate soil sampling.

Additionally, Marino managed the drill program during the drilling of the last three holes of the 2008 drill program and he logged the core. Mr. Hiner re-examined core from the first 5 holes in the field with Marino, and agrees with his lithologic, mineral, and structural observations. Core from the final 3 holes was examined later and compared with logs constructed by Marino, and "quicklogs" (summary core logs) assembled by Schmidt. Schmidt independently sampled selected intervals of 2008 drill core. Geologic conclusions and interpretations by both geologists are consistent with observations made by Mr. Hiner.

In particular, Mr. Hiner considers the results from the 2007 program to be generally representative but unreliable for accurate determination of precious metal content, due to the inherently difficult sampling conditions associated with RC drilling. Mr. Hiner did not examine drill cuttings from RC holes drilled in 2007. In any case, cuttings from 2007 drilling may have undergone additional oxidation or contamination, and the veracity of any check sampling could be suspect. The drill locations were found and verified in the field. Mr. Hiner considers the drilling results for 2007 and 2008 to be informative for geologic considerations only.

Mr. Hiner's assay data was checked against field notes to ensure that there were no unusual inconsistencies between Mr. Hiner's reported results and field observations. Mr. Hiner is satisfied as to the adequacy of sample collection, handling, security, preparation and analytical procedures that have been carried out.

The property is at an early stage of exploration and no Mineral Processing or Metallurgical testing has been carried out.

The property is at an early stage of exploration and no Mineral Resource or Mineral Reserve Estimates have been carried out.

Work to date has concentrated on IP anomalies considered to represent potential porphyry copper targets. Assay results of limited RC and core drilling are low, sporadic, and associated only with narrow zones within larger masses of disseminated pyrite. The widespread occurrence of disseminated pyrite found in core, RC cuttings, and in outcrops is notable, but there is no obvious evidence of porphyry copper mineralization or a hydrothermal system strong enough to support a porphyry deposit. Neither the type nor grade of mineralization or the accompanying alteration is strong enough to suggest a porphyry system is present at Don Beno. Additional work on porphyry systems is neither warranted nor recommended.

19

However, trace element chemistry coupled with stratigraphic similarities to Candelaria, and a complex structural and intrusive environment provide a compelling argument for continuing exploration to identify whether or not Don Beno could host an IOCG style copper gold deposit. The presence of sodic alteration noted by secondary albite and actinolite at the outcrop level overprinted locally by structurally-controlled potassic alteration suggests the environment is permissive for an IOCG setting. The presence of abundant hematite associated with chlorite and epidote property-wide may be suggestive of IOCG chemistry. Further, the type of geophysics (IP-resistivity) utilized to date is not the best means of evaluating the property for IOCG style minerals. It is Mr. Hiner's opinion that drilling to date has been influenced by porphyry copper style exploration methods, and IOCG potential remains to be evaluated. Further, it is Mr. Hiner's opinion that the geology, geochemistry, and alteration discerned to date are more supportive of an IOCG occurrence than a porphyry system.

Geologic mapping conducted by Schmidt on parts of the property are sufficiently detailed, but was concentrated in areas where IP anomalies were found. Additional mapping at the same or similar scale is needed on the entire property to complement any interpretations that may be made in the future. Geochemical data are likewise concentrated in specific areas and additional property-wide sampling is necessary to aid any interpretation of both geologic conditions and for the development of targets. It is Mr. Hiner's opinion that data collected to date are reliable, but density is insufficient to develop new targets or expand on existing targets.

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.

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.

20

Effective on August 18, 2008, the Company authorized the execution of an option agreement (the "Option Agreement") with Michael H. Kobler ("Kobler"), whereby Kobler had the option to acquire an undivided 50% interest in our Escondida property (the "Escondida Property"). In accordance with the terms and provisions of the Option Agreement, Kobler had an exclusive three-month period commencing August 16, 2008 (the "Initial Term") to perform due diligence relative to the Escondida Property. At any time prior to the end of the Initial Term, Kobler could elect to give us notice to commence to earn the undivided 50% interest in the Escondida Property (the "Election Notice"), whereby: (i) Kobler would have engaged in a series of proposed financings on our behalf; (ii) based upon certain closing dates of proposed financings, Kobler would have been responsible for payment of his share of certain budgeted costs of exploration and drilling programs at the Escondida Property; and (iii) we would have remained as operator of the Escondida Property.

It was proposed that at the time Kobler earned the undivided 50% interest in the Escondida Property, we would have entered into a joint venture agreement with Kobler. At the date of this Annual Report, the Option Agreement has lapsed and the joint venture funding agreement relating to the Escondida Property will not be consummated.

21

The Escondida Project is located 58 kilometers west northwest of the industrial city of Copiapo, which is approximately 450 kilometres north of the capital city of Santiago

The Mining Code of Chile guarantees the owner of mining claims the right-of-access to the surface area required for their exploration and exploitation. This right is normally obtained by a voluntary agreement between the mineral claim owner and the surface owner. The mining company may obtain the Rights of Way (Servidumbre) through the civil court system, if necessary, by agreeing to indemnify the surface owner for the court-determined value of the surface area.

Zoro completed a purchase of a 100% interest in the Project through a Mineral Asset Acquisition Agreement dated May 7, 2007. Under this agreement Zoro incorporated its Chilean subsidiary Zoro Chile Ltda. and obtained interests in six separate properties in Chile and Peru, and in return a number of Zoro shares and warrants to purchase shares were issued to the vending group. There is no royalty. A 1km² mensura in the central part of the claim block covers the area where the processing plant is located. This mensura was not part of the original Zoro land acquisition, but a subsequent agreement was reached between the parties for the inclusion of both land and pilot plant.

22

Copper, silver and possible gold was detected in young sedimentary rocks that accumulated in coastal basins as a function of erosion of the Andes. Based on limited examination and sampling, mineralization appears to be associated with very fine-grained pyrite in a gray, slightly altered limy tuff deposited in a northeast-trending graben in Miocene sedimentary rocks.

A summary of Chile's Environmental Law 19.300 and the Regulations regarding environmental impact studies is included in the discussion of the Don Beno Project above.

In the case of Escondida, the project is located in an isolated setting far from any significant population, and a Declaration (DIA) is not required at the present stage of exploration whereby the existence of potentially economic mineralization or an ore body is still being determined by phased exploration efforts. For any detailed drilling phase, a DIA will be required. A full Environmental Impact Study (EIA) will only be required in connection with permitting process when the project moves forward to approval for construction. The EIA report is much more detailed and includes a table of contents, an executive summary, a detailed description of the design of the project facilities and operating parameters, a program for compliance with the environmental legislation, a detailed description of the possible impacts and an assessment of how they would be dealt with and repaired, a baseline study, a plan for compensation (if required), details of a follow-up program, a description of the EIA presentation made to COREMA or CONAMA, and an appendix with all of the backup documentation. Once an application is made, the review process by COREMA or CONAMA will take a maximum of 120 days. Question and answer cycles typically delay this process. After the basic environmental approval is given a number of construction/operating permits may be granted by the appropriate authorities allowing the mine development and facilities construction to commence. If, however, COREMA or CONAMA comes back with additional questions or deficiencies, an equal period of time is granted to the applicant to make the appropriate corrections or additions. Once re-submitted and a 60 day period has elapsed, if no further notification from COREMA or CONAMA is received, the application is assumed to be approved. The Escondida project is expected to have minimal impact on any existing community or significant environmental parameter. No towns or populated areas fall within the boundaries of the Property and the nearest significant community is Puerto Viejo, a sparsely populated former port which is 10km to the south southwest. The area in the vicinity of the claims is sparsely populated at best, and in general the local residents have a long history of subsistence living from transient goat herding. In general the local communities have a very favorable attitude towards mining, particularly in terms of the possibility of future employment.

There is no record of any exploration work, other than that detailed in this report, having been performed in this area in the past. Existing workings developed by Gareste include small pits and bulldozer trenches concentrated in a small area of the claim block near the pilot plant. In 2008, a former Zoro joint venture partner cut additional trenches at other locations on the property. Because there is no requirement by the Chilean regulatory agencies regarding the reclamation of such workings by subsequent lessees, there is no known environmental liability associated with the claims.

Permits for exploration and development are administered by the Chilean National Geological and Mining Service (SERNAGEOMIN). Environmental compliance is assured via the offices of the National Environmental Committee (CONAMA). Claim titles are recorded at the local Mining Conservator in Copiapo (Conservador de Minas).

Surface exploration and reconnaissance drilling as proposed by the author of the Escondida Technical Report, John Hiner, does not require permits under Chilean mining and environmental laws

23

The small industrial city of Copiapo, 58 kilometers to the east southeast, is the closest community to the Escondida Project. Copiapo is the capital of Region 3 (the Atacama Region), and the province of Copiapo. Copiapo has a diversified economy, but mining is the principal activity.

The property is accessible from Copiapo by traveling 52 kilometers north on Pan American Route 5. Paved and graded gravel provincial highway C-318 leads west from Route 5 to coastal highway C-320, a distance of 15 kilometers. Travel north on C-320 5.3 kilometers to the property. The roads are all well maintained by the local provincial authorities and accessible via 2 wheel drive vehicles. Travel time from Copiapo to Escondida is about 1 hour.

There are no accommodations available at Puerto Viejo. However, adequate supplies and housing facilities are available in Copiapo.

Climate in the area is typical of the Atacama region. The area is known for its dry conditions, and rainfall is rare. It is a relatively cool, arid area and is occasionally subject to heavy fogs. Because of its coastal location and proximity to the nearby high Andes inland, the region is meteorologically anomalous. Summer temperatures average only 18⁰ C, and winter low temperatures can be as low as 5⁰ C. Due to the temperate climate, work on the property can be done year round.

Elevations on the property range from 30m to 128m. Power is available 10km to the east, where a major north-south high voltage power line runs parallel to Pan American Highway Route 5. Water occurs at shallow levels, generally at one meter or less, and is available on the property.

The closest source of supplies and materials is Copiapo. An industrial city with a long mining history, it is an excellent source for dried goods and consumables, various services, and an experienced work force is available. Numerous hotels and restaurants provide a variety of food and lodging capabilities.

24

In 2007, prior to the agreement to vend the property to Zoro, Gareste drilled two reverse circulation rotary holes. Both holes encountered substantial water inflows, rendering sample collection difficult and sample quality unreliable.

Central Chile has a complex geologic history with a Jurassic magmatic arc developed in the Coastal Range, progressing through a backarc sedimentary platform to the east. During the early Cretaceous an "aborted marginal basin" formed to the east of the arc, through which large volumes of andesites and basalts were erupted. Progressive deformation in the mid Cretaceous of the basinal volcanic formed the Aconcagua thrust fold belt. This occurred in conjunction with an eastward migration of magmatism during the Cretaceous and Tertiary. Andean deformation extended eastward for over 1000kms in this region indicating a shallow dipping Benioff zone.

Marine transgression and volcanism are represented in this area by the Cerrillos Formation or its equivalents. Volcanism was both subaerial and submarine in nature. During the early Jurassic volcanism, large granitic to gabbroic plutons of the Mincha Superunit were emplaced in the coastal regions. Later uplift caused a shift to dominantly subaerial conditions resulting in pervasive burial metamorphism as the marginal basin was filled with conglomerates, lavas and limestones. At the beginning of the Late Cretaceous the marginal basin rocks were intruded by granodioritic plutons of the Illapel Superunit, and this magmatic activity continued to the Miocene. This magmatic and volcanic activity moved progressively farther east during this time as a result of the shallow dipping Benioff zone.

Continuing uplift to the east created the high Andes during the Miocene to Recent time. Concomitant erosion and transport of the erosional products resulted in the deposition of the Atacama gravels, which blanket the peninsular region of Chile. Uplift along the coast is evident by stranded wavecut shoreline features, a prominent peneplain at least 30 meters above mean sea level, and downcut erosional features (drainages, quebradras, and small alluvial fans) that dissect the peneplain.

The coastal lowlands are dominated by young sedimentary accumulations, commonly an intermixture of marine sediments and terrestrial detritus and basin deposits. Most of these deposits are flat-lying, and were deposited unconformably upon Mesozoic intrusive rocks. In the area of the claims, two sedimentary units predominate; a Miocene-Pliocene sedimentary sequence of largely clastic rocks, and a thin layer of Quaternary alluvium that blankets the entire area.

The rocks of principal interest at Escondida are the Miocene-Pliocene sequence. This sequence, called the Bahia Inglesa Formation, comprises a thick package of flat-lying marine, litoral, and terrestrial sedimentary clastic rocks, commonly fossiliferous and semiconsolidated. The formation is noteworthy for extremely rapid lateral and vertical facies changes. A basal conglomerate is common, but thereafter the formation is correlative mostly by its stratigraphic position and fossil dating, due to the highly variable rock type content. To the north of the claims, at Bahia Inglesa, the rock units are mostly limestones and limy sandstones. These are intercalated with basinal accumulations of diatomite, phosphoratic horizons, and volcanic ash. In the vicinity of the Escondida claims, the rocks are largely clastic, and contain a high volcanic ash component in the fine-grained horizons.

The coastal area where the claims are located has been eroded to a peneplain, and outwash from higher elevations to the east has coated the entire area with a thin veneer of Quaternary gravels. Several former shorelines remain visible in satellite images. Recent uplift has allowed erosion of the peneplain, creating numerous gullies (called quebradas) trending generally from northeast to southwest, draining the area.

Recent faulting is mostly hidden by Quaternary deposits. However, the alignment of the quebradas, the distribution and outcrop pattern of older crystalline rocks, and the abrupt termination of older shoreline wavecut features suggests that the dominant fault trend is northeast.

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Gold is contained in fine-grained tuffaceous rocks intercalated in the Formation Bahia Inglesa. In particular, there is a sequence of light gray, limy tuffaceous siltstone and sandstone bearing 1-3% very fine-grained pyrite that appears to be consistently anomalous in gold and silver. This unit, which varies from 0.5 to 3 meters in thickness, appears to be constrained in a ½ km wide structural zone that trends northeast through the claim area.

The zone is probably the remnant of a structural trough, and it is possible that seafloor hot spring vents were operative at the time. Evidence for this includes the disseminated pyrite, the lightly clay-altered aspect of the tuffaceous units, and the disposition of gold in samples taken to date.

Although information is sparse, the type of deposit considered for this property is a structurally controlled, shallow-water black-smoker type of occurrence. Sedimentary rocks consisting of marine limestones, sandstones, and water-lain tuffs of both marine and terrestrial origin were deposited in a graben. Black smokers (or sea floor hot springs) are considered to be the source of mineralization, by discharging precious metal-laden waters into seawater and by flooding unconsolidated sediments at shallow depths below the seawater-seafloor interface. Resulting temperature, pH, eH, and solubility changes result in selective stratiform deposition of minerals in those rocks susceptible to being mineralized.

Mr. Hiner spent considerable time investigating the area and nearby exposed rock units for hot spring alteration, or other evidence of black smoker activity. Several thin horizons of cherty and silicified limestone were noted. The occurrences of thin silicified units in limestone were accompanied by increased fossil accumulations, which could suggest warm or hot water environments. However, no association of visible mineralization with the silicic units was noted macroscopically, and Mr. Hiner did not sample the units.

Insufficient work has been done to adequately determine the nature and habit of any base or precious metal mineralization. The samples taken from bulldozer trenches by a joint venture partner's personnel indicate that there may be a northeast corridor of mineralization, but this may also be a function of exposure from erosion, as most of the areas trenched were in quebradas or other erosional windows exposing the Bahia Inglesa Formation.

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A northeast-trending lineament disrupts the arcuate shoreline features visible on the property, and serves to localize the principal drainage in the area. Anomalous gold and silver in trench samples approximates the northeast trend. Examination of available exposures of Miocene sedimentary rocks suggests the northeast trend is a fault structure or graben feature that is partially covered. Although hampered by lack of exposure, a gray limy pyritic tuffaceous sequence appears to be constrained within the northeast trending zone. The zone is about 500 meters wide from northwest to southeast, and no gray tuffaceous material was seen outside the zone, based on limited examination by Mr. Hiner.

Prior to the agreement with Zoro, Gareste drilled two reverse circulation holes as stratigraphic tests of the Bahia Inglesa Formation. Drill holes S-1 and S-2 were drilled to depths of 92 meters and 73 meters respectively. Mr. Hiner visited both drill sites, noted vertical cemented casing at each site and confirmed the physical location by GPS with accuracy to +/- 4m. Both drill holes are located near the boundary of the mensura. Since both the mensura and the surrounding pedimentos are controlled by Zoro, the drill hole locations are not sensitive to internal boundary concerns.

No drill logs were assembled, but samples were collected and later assayed by Zoro.

Both holes were vertical holes drilled through essentially flat-lying sedimentary rocks; therefore the assays are true thickness. However, both holes encountered heavy water inflows. Air compressors on the RC drill rig were apparently inadequate to control the incursion of formation waters, and sampling became a matter of trying to separate muds and water. As a result sample quality and integrity are questionable. Anomalous gold and silver were detected despite the poor sampling conditions, but the thickness and distribution of mineralization cannot be reliably estimated.

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Although Mr. Hiner does not doubt the veracity of Jacob's assays, the reader is cautioned that the reverse samples provided to the laboratory are highly unreliable due to the inherent sampling problems related to reverse circulation drilling in general, but in particular when high water inflows are encountered during drilling and sampling, such as occurred at Escondida.

Reverse circulation drill hole samples were taken as 2m composites. Samples were collected at the RC rig's cyclone discharge in wire screens, water was decanted, and the wet samples were placed in 10mil plastic bags. Individual samples are probably not fully representative of the interval for which the sample was taken, because of the likelihood of sloughing of the drill hole walls higher in the hole. Therefore, the presence of substantial amounts of water almost certainly compromised the quality of the samples. The presence of water in RC drilling can severely impact gold content, in that contributions of material from elevations in the hole other than the sample interval can contribute a non-representative gold fraction to an otherwise unmineralized section. Also, gold tends to settle in heavy water settings during RC drilling, providing for the possibility of biased assays downhole. The samples were sent to Jacobs Assay Office in Tucson, where traditional fire assay analyses were completed.

Trench samples were taken as vertical cuts on the walls of the trenches. In trenches TP 23-30, multiple samples were taken to determine whether different stratigraphic horizons were mineralized. Because the strata are flat lying, the vertical samples are representative of the horizons sampled. In conversation with Kobler, he indicated that his technical personnel made every attempt to collect a representative sample. It is Mr. Hiner's opinion that the trench samples are representative of the material exposed in the trenches. The samples were bagged and sealed, and shipped to Jacobs Assay Office in Tucson for fire assay analysis.

Mr. Hiner took ten samples on the property: two rock samples of available outcrop, two samples from stockpiles, three pilot plant concentrate samples, and three water samples. Outcrop samples are chip channel samples where appropriate stratigraphy was exposed. Stockpile samples are selections of various material exposed in the stockpile, taken to be as proportional to content as possible. Water samples were taken to determine water chemistry and any possible relationship with mineral or soil chemistry. Three concentrate samples were taken from metal drums at the pilot plant that the Gareste guide indicated were pilot plant output. All the samples were collected in 10 mil plastic bags, noted by sample tag and felt marker, and sealed with plastic zip ties. The sample locations were noted by GPS location, and photographs of the sample area were taken. Water samples were taken in sterilized polystyrene flex bottles. Sample bottles were submerged and rinsed, then filled to capacity underwater and sealed.

The chip channel samples from outcrop are reliable indicators of mineralization, if any, in the stratigraphy exposed and sampled by Mr. Hiner. No attempt was made by the Gareste guide to influence location or type of material, and the samples were independently selected by Mr. Hiner.

The stockpile samples are considered by Mr. Hiner to be representative of the material in the stockpiles, but the material sampled has been moved from its original site. Mr. Hiner could not reliably determine the original site of excavation. However, examination of the closest pits and exposed upper pit walls (approximately 1 m) suggests that the material was excavated and stockpiled beside individual pits. However, all the pits were full of water and not accessible for detailed inspection. None of the pits in the immediate 50m² vicinity of the pilot plant was materially different; the material could have been retrieved from any of the pits.

Therefore, the stockpile samples should be considered as indicative only and not reliable as to sample location. Mr. Hiner believes however, that the material was stockpiled from nearby excavations and not transported onto the property from elsewhere.

The concentrate samples were taken from sealed drums stored at the pilot plant. The material was highly ferruginous, silt to granule size, and contained a strong magnetite component. No attempt was made to determine mineral content, as the sample material was entirely stained with iron coatings. The material in the concentrate drums was of the same size and consistency of residual materials examined in the electrolysis tanks, and Mr. Hiner has no reason to believe the materials sampled are not derived from the pilot plant operation.

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Drill samples sent to Jacobs Assay Office were prepared as follows:

1. samples as received were dried and ground to 90% -100m.
2. All samples were placed in a rolling cloth and mixed a minimum of 24 times before sampling.
3. Standard fire assay procedures were utilized using ½assay ton charges. Gold and silver were determined gravimetrically and reported in grams per metric ton.
4. Copper and arsenic assays were obtained using ½ gram samples.
5. ½ gram samples were digested in Aqua Regia, raised to 200ml, and analyzed via Perkin Elmer atomic absorption.
6. Copper and arsenic were reported in percent.
7. Jacobs placed internal standards and blanks randomly throughout the analysis stream.

It is Mr. Hiner's opinion that Jacobs Assay Office is a reliable laboratory, and the sample results are reliable insofar as the assay technique is concerned. An independent comparative study of numerous assay laboratories (including Jacobs) was conducted by the U.S. Bureau of Land Management in 2002. The study utilized a series of independent geochemical standards, which were submitted to each lab for analysis and comparison. Jacobs' results were well within industry standards for precision, accuracy, and reproducibility. However, whether or not the samples are representative of the intervals sampled in the drill holes is highly questionable, due to the water contamination discussed earlier. The samples were stored in a locked facility on the property until funds were available for analysis. However, there is a time lag between the drilling and collection of samples in 2007, and the transmission of samples to Jacobs in 2008. In Mr. Hiner's opinion, the chain of security is acceptable, but cannot be completely verified. Mr. Hiner reiterated in the Escondida Technical Report that the RC sample results should not be trusted or utilized, and are reported in Section 10 only for historical reasons.

The trench samples collected by Kobler's personnel were sent to Jacobs Assay Office for analysis. Jacobs analyzed the samples as follows:

1. Samples as received were dried and ground to 90% -100m.
2. All samples were placed in a rolling cloth and mixed a minimum of 24 times before sampling.
3. Standard fire assay procedures were utilized using 50 gram assay charges. Gold and silver were determined gravimetrically and reported in grams per metric ton.
4. Copper and arsenic assays were obtained using ½ gram samples.
5. ½ gram samples were digested in Aqua Regia, raised to 200ml, and analyzed via Perkin Elmer atomic absorption.
6. Copper and arsenic were reported in percent.
7. Jacobs placed internal standards and blanks randomly throughout the analysis stream.

It is Mr. Hiner's opinion that the trench samples are representative of the materials sampled. The assay method used by Jacobs employs a large assay charge in the fire assay process, and due to the increased sample size results in a more reliable and representative assay value than the atomic absorption or ICP methods used in general exploration. Because only Kobler's personnel had access to the samples, it is also Mr. Hiner's opinion that standard security measures undertaken by Kobler's personnel were adequate to protect the integrity of the samples between time of collection and shipment to Jacobs.

In respect of Mr. Hiner's samples, no employee, officer, director, or associate of Zoro Mining Corporation or Gareste Ltda. was involved in the selection of samples to be taken, involved with the collection of the samples, or the preparation of the samples.

The samples were sealed at the sample site and remained in Mr. Hiner's possession. The rock and concentrate samples were stored in Mr. Hiner's hotel room until transported by pickup truck to the Viga Labs facility in Copiapo, where the samples were personally delivered to lab personnel for analysis. Viga Labs is a certified assay laboratory under ISO 9001-2000. Viga Labs was provided instructions to crush, homogenize, and split the samples. One half of the sample split was sent by Viga Truck to ALS Chemex Laboratory in La Serena. ALS Chemex is a certified assay laboratory under ISO 9001-2000. The sample flow sheet controlling sample distribution is shown below.

Viga Labs at Copiapo prepared the samples as follows:

1. Dried the samples as necessary and crushed the samples to -1/4 inch using a jaw crusher.
2. Homogenized the samples and made two splits using a Jones Riffle Splitter.
3. One split of each sample was packaged and sent to ALS Chemex in La Serena.
4. The Viga split was further split to obtain a 250 gram sample by utilization of a Jones Riffle Splitter.
5. The 250gram split was pulverized to greater than 85% -75microns using standard ring and puck style pulverizing equipment.
6. A 30 gram split was analyzed for Cu, Mo, Au, and Ag by ICP-AA (induction coupled plasma and atomic absorption).

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ALS Chemex at La Serena prepared the samples received from Viga as follows:

1. dried the samples as necessary and crushed the samples to greater than 70% -2mm using a jaw crusher.
2. A 250 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. A 5 gram split was analyzed using ICP-AA (ALS method Au-ICP21) and by ICP-AES (ALS method ME-ICP41a) for copper and 33 other elements respectively.

Water samples were sealed in a 5 gallon bucket and sent to ALS Chemex in La Serena for export to ALS Chemex Environmental Division in North Vancouver, British Columbia. The water samples were analyzed for metals utilizing ICP-AA, for alkalinity, chloride and sulfate by titration, and for total dissolved solids by conductivity analysis.

Results of these analyses are summarized below.

Quality control procedures were employed by Mr. Hiner in the field for the samples collected to ensure that samples are representative of the material sampled. Both Viga Labs and ALS Chemex maintain a program of internal quality assurance and quality control to maintain and control precision, accuracy, and contamination. These programs include the insertion of ALS geochemical standards and blanks into the sample analysis stream and duplicate analyses of both standards and client samples. Mr. Hiner relied on the laboratory's quality control program to manage precision, reliability, and reproducibility

It is Mr. Hiner's opinion sample preparation, security, and analytical procedures are adequate for this level of evaluation. However, future programs to evaluate the Escondida property should include development of a company held geochemical standard, and utilization of blanks (geochemically inert material such as silica sand) inserted into the sample stream for submission to the laboratory to ensure and verify the precision and accuracy of the assay results, and to enable detection of contamination.

Geological information for the Escondida property has been compiled from scant public and private sources and is dominantly of a geological or geochemical nature. JV partner Kobler's trenches were either collapsed or filled with water. Other than the results obtained by Mr. Hiner's work, earlier data could not been verified due to lack of safe access.

Mr. Hiner did not attempt to duplicate any of the trench sampling, because all the trenches were full of water and substantial sloughing of trench walls rendered approach and access unsafe. Furthermore, stored samples, if any, from 2008 sampling or drilling may have undergone additional oxidation or contamination, and the veracity of any check sampling could be suspect. As stated previously, the RC drill sample results are untrustworthy. Additionally the manner of storage of the samples could induce contamination or other problems that would render reanalysis unreliable. Prior sample locations were not visible or identifiable in the field, and Mr. Hiner therefore could not conduct duplicate sampling of any prior sample locations.

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Mr. Hiner's samples were designed to test specific horizons for base and precious metal content independently of Gareste results, and to check for base and precious metal content in stockpiles near the processing plant. Original location of stockpiled material was not available for check sampling.

Mr. Hiner's assay data was checked against field notes to ensure that there were no unusual inconsistencies between Mr. Hiner's reported results and field observations. Mr. Hiner is satisfied as to the adequacy of sample collection, handling, security, preparation and analytical procedures that have been carried out.

Viga Labs analyses indicate elevated levels of copper, silver, and geochemically anomalous gold in Mr. Hiner's samples, whereas ALS Chemex analyses disclosed only anomalous silver. However, ALS Chemex noted that there could be potential issues regarding gold analysis due to the small sample size utilized in their analysis. Other elements that are anomalous, according to analyses by ALS Chemex, include chrome, manganese, nickel, strontium, and uranium. There is not enough information to conduct a statistical analysis regarding correlations or associations of anomalous elements with gold or silver.

Mr. Hiner's sample suite was delivered to Viga Labs with instructions to crush, homogenize, split, and send a second sample to ALS Chemex. Mr. Hiner instructed both labs to conduct analysis utilizing ICP methods. The sample method employed by Mr. Hiner at both Viga Labs and ALS Chemex is satisfactory for the detection of geochemically anomalous elements such as copper and silver, but inadequate for the accurate or reliable detection of gold.

Although the property is at an early stage of exploration, minimal Mineral Processing and Metallurgical testing was carried out. Gareste constructed a small pilot plant consisting of a grinding circuit feeding into cyclones for separation and clarification. Clarified material was mixed with dilute acids and water, and then split and run through two separate process circuits. One circuit treated the pregnant solutions with activated carbon, and the second circuit involved passing the pregnant solution through a series of electrolysis tanks. Results from both methods were inconclusive, as throughput was small, and the cyclones were hampered by clays. Head grades were not sufficiently known to calculate recoveries. Because of these issues, the results may not be reliable or representative, and should not be trusted. Furthermore, Mr. Hiner's results did not substantiate any concentration of metals in the processes selected, as described above.

Mr. Hiner took three samples of concentrate stored on the property, which were made from the electrolysis process. No activated carbon from the alternate process was available for testing.

The property is at an early stage of exploration and no Mineral Resource or Mineral Reserve Estimates have been carried out.

The original supposition by Gareste personnel that the Escondida area could host a placer deposit is not supported by the available geologic information. However, samples were analyzed by Jacobs Assay in Tucson, Arizona in large samples delivered by Zoro and Kobler independently. Mr. Hiner's Viga Labs results substantiate anomalous copper, silver, and very low and variable gold values, albeit not at the same concentrations as Jacobs. Unfortunately, ALS Chemex's ICP thresholds are too high and their sample sizes too small to reliably analyze gold at the levels ascertained by Viga. In the instance of both Viga and ALS Chemex, ICP techniques necessitate the use of a small sample, which is a standard procedure. Jacobs Assay utilizes only fire assay techniques, and uses a full 50 gram assay charge after blending the entire crushed sample. All three laboratories report anomalous copper and silver, but gold values are geochemically anomalous at best. Nevertheless, the anomalous copper and silver values, as well as the presence of elevated trace elements such as chrome, manganese, nickel, strontium, and uranium tend to support the existence of some sort of mineralizing system.

Alteration is subtle, consisting largely of localized clay alteration, silicification, and fossiliferous limestone occurrence in shallow seawater settings. These may be indications of a subsea thermal spring system operating in a graben setting, and provides a plausible explanation of the presence of widespread fine-grained pyritic mineralization accompanied with some component of precious metals.

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Insufficient work has been done to determine the mode and economic viability of the Escondida occurrence. The development of a pilot plant prior to determining whether a viable orebody exists may have been premature, but the elevated levels of copper, silver, associated trace elements, and to a lesser extent possible gold indicates that some form of mineralization is present.

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.

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.

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The Yura Project is located approximately 30 kilometers west of Arequipa in southern Peru. Arequipa is the capital city of the Arequipa Region. Its population is approximately 1 million, and it constitutes the second most populous city of the country. Both the Yura project and Arequipa are situated in the Andes Mountains at an elevation of about 2,400m.

The Mining Code of Peru guarantees the owner of mining claims the right-of-access to the surface area required for their exploration and exploitation. This right is normally obtained by a voluntary agreement between the mineral claim owner and the surface owner. The mining company may obtain the Rights of Way through the civil court system, if necessary, by agreeing to indemnify the surface owner for the court-determined value of the surface area.

The Yura Project consists of 2,114 hectares of exploration claims staked by Inversiones Mineras Stiles ("Stiles"), a private Peruvian corporation, and acquired by Zoro in 2007 from Stiles and several other parties. In early 2010, Zoro prospectively added 1,497 hectares to the property when it signed an agreement to acquire the Fortuna claims from two private vendors. Property boundaries are located by UTM coordinates. The claims are maintained by making annual payments in accordance with Peruvian mining law.

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Zoro will obtain a 100% interest in the Fortuna claims when it closes the Asset Purchase Agreement dated February 23, 2010. At closing, Zoro will issue 6 million shares of its restricted common stock to the vending parties, and make staged payments totalling $325,000 to the vending parties. The vending parties reserve a 2.5% net smelter return royalty ("NSR"), 1.5% of which can be purchased by Zoro at any time prior to the commencement of production for the sum of $8,000,000. Included in the NSR agreement is an advance yearly minimum royalty payment of $100,000, which amounts are credited against any royalties ultimately payable.

Gold mineralization is hosted in northwest-trending shear zones in a medium- to coarse-grained granodiorite. The shear zones vary in width from a few centimetres to tens of meters. Quartz veins and veinlets within the shear zones commonly contain visible gold, and free gold can also be panned from sheared granodioritic material. There is an empiric relationship of gold and quartz veining with an envelope of potassic alteration within the shear zones. Potassic alteration is exemplified by common sericite, k-spar flooding, and occasionally secondary biotite formation in and adjacent to the shear zones.

As part of the structural reforms that resulted in the General Mining Law, the Peruvian government initially adopted the Environment and Natural Resources Code in 1990. Subsequent revisions addressed emission limits, periodical monitoring, economic liability, and mandatory environmental impact statements. To streamline the process, the government enacted Supreme Decree 042-2003-EM, which had the objective of additional requirements for obtaining mining and beneficiation permits as shown in the bullet points below:

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• Perform production activities under a policy framework that aims for environmental excellence;
• Respect the local institutions, authorities, culture, and customs; keep a propitious relationship with the population of the mining operation's influence area;
• Keep a continuous and opportune dialog with the regional and local authorities, the population of the mining operation's influence area, and its representative organizations, providing them with information regarding its mining operations;
• Foment, preferably, local employment, offering the required training opportunities; and
• Acquire, preferably, local goods and services to cover the necessities of its mining activities and staff, in reasonable conditions of quality, opportunity and price; creating the adequate mechanisms for agreements.

Mining and exploration companies operating in Peru have generally found the environment for development and operation to be positive, so long as the socio-economic issues are managed in accordance with the law.

The Yura project is expected to have minimal impact on any existing community or significant environmental parameter. No towns or populated areas fall within the boundaries of the Property and the nearest significant community is Arequipa, which is about 30km to the east. The area in the vicinity is unpopulated, and in general the local residents have a long history of subsistence living from subsistence agriculture, transient goat herding and very small scale mining of narrow gold-bearing veins. In general the local communities have a very favorable attitude towards mining, particularly in terms of the possibility of future employment.

An environmental review of the project area has been conducted, and there do not appear to be any existing environmental liabilities. There are no known sites of archaeological interest on the property or in the vicinity. For these reasons, the Yura project was approved in 2008 for exploration and drilling activities by the Minister of Energy and Mines.

There is no record of any exploration work, other than that detailed in this report, having been performed in this area in the past. There are a few miniscule prospect pits that explore surface gold occurrences, small quartz veins, and iron-altered zones, but not tunnels or shafts of any consequence. Because there is no requirement by the Peruvian regulatory agencies regarding the reclamation of such workings by subsequent lessees, there is no known prior environmental liability associated with the claims.

The Company is required under its existing and valid permits to mitigate its surface activities and conduct reclamation. The Company conducted environmental and air quality studies as part of its permit application process. The Minister of Energy and Mines determined that project activities would have no ill effects on the environment.

Permits for exploration and development are administered by the offices of the National Institute of Concessions and Mining Cadastre and the Office of Mining Concessions. Environmental compliance is assured via the offices of the Organismo Supervisor de la Inversion en Energia (OSINERGMIN).

The Company has received permits for its exploration activities and environmental compliance permits from OSINERGMIN. The permits and associated annexes were reviewed by the author of the Yura Technical Report, John Hiner, and are satisfactory.

The project area is located 30km west of the capital city of Arequipa. Arequipa is a mining and tourism center for southern Peru, and offers international airport connections.

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The property is accessible from Arequipa by traveling about 25km northwest on Regional highway 30B through the small community of Yura. A graded gravel and dirt road leave the highway near the Yura cement plant follows local drainages through the small Yura community, then southwest to Zoro's camp on the Yura property, a distance of about 21km. Travel time is about 1.5 hours. A four-wheel drive vehicle is not necessary, but recommended. Elevations on the property range from 1200 to 2400m.

Climate in the area is typical of the Arequipa region. It is generally warm and dry throughout the year. The city of Arequipa is situated at the southernmost tip of Peru's Desert Coast and enjoys plenty of sunshine, with daytime temperatures rarely dipping below 20^oC. Night time temperatures can drop sharply, particularly in June, July and August, when temperatures hover around 10^oC and can feel very chilly.

The closest source of supplies and materials is Arequipa. An industrial city with a long mining history and a diversified industrial base, it is an excellent source for dried goods and consumables, various services, and an experienced work force is available. Numerous hotels and restaurants provide a variety of food and lodging capabilities.

Elevations on the property range from 1200m to 2400m above sea level. Topography is moderate, with locally steep terrain from incised drainages. The climate is warm and dry. Vegetation is moderate to non-existent.

Water is available on the property, and can also be purchased from a private agricultural canal that traverses the southern BORDER=0 of the property. Power is available 5km to the east.

Little is known of the early prospecting or artisanal production from the Yura property. Artisanal miners, known locally as "informales", explored the area, and made numerous cuts and prospect pits, but no sustained mining took place. According to local informales with whom Mr. Hiner spoke, prospecting activity probably dates back to the Incas, although Mr. Hiner saw no evidence to support this.

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The area has not experienced modern exploration, despite the intense activity that has occurred in southern Peru. The combination of very remote and poor access, limited outcrop exposure, and a dogmatic belief that the gold mineralization in the area occurs only in small quartz veins have led modern exploration and mining groups to shun the area.

In July 2006 the Yura property (then referred to as Yebacha) was visited and briefly examined by geologists of Minera Penoles de Peru S.A., as part of a two-property tour. There were no roads, and access was difficult, requiring a substantial hike into the area. Lack of exposure limited their evaluation to existing prospect pits and small cuts made by artisanal miners. They took six rock samples of vein, altered granodiorite, and breccia material. They concluded that there was not a target on the property that met their requirements.

Stiles began staking and acquiring claims in the Yura area before 2007, and by early 2010 had acquired and consolidated the claim package that was vended to Zoro. Mr. Hiner has no knowledge of any prior claimants in the area.

The Arequipa region is situated within a large, pre-Devonian age metamorphic complex. Amphibolite to greenschist facies metamorphism is the result of at least three metamorphic events dating to 1918, 440, and 392 Ma respectively. Later intrusive activity from Paleozoic through Jurassic time has created a complex intrusive pattern most likely related to subduction events related to the nascent Pacific Ocean. Recent volcanism overprints the older rocks, and eruptions from young volcanoes have been recorded in modern history.

The geology of the Yura property is dominated entirely by a large granodiorite intrusive rock mass. The granodiorite varies in composition and texture locally. In general it is a medium- to coarse-grained equigranular intrusive body that covers an area in excess of 100 square kilometres. The rock is made up of varying percentages of equigranular plagioclase, hornblende, augite, and biotite crystals and minor quartz. Locally the texture varies from equigranular and fine-grained to a porphyritic texture wherein large hornblende crystals are set in a fine-grained aphanitic to equigranular groundmass.

The intrusive granodiorite is cut by numerous very fine-grained to medium-grained quartz feldspar dikes that trend north to northeasterly. Andesitic to basaltic dikes occur discontinuously and locally, and appear to be the youngest igneous activity.

The strongest structural pattern is a ubiquitous series of east-northeast fractures that likely mimic intrusive joint patterns. The east-northeast joints are cut by mineralized northwest trending faults and structures that appear to be related to regional strain events. The strike of the northwest trending faults is regional in extent. The faults vary from single slip planes showing largely strike-slip as the last movement to shear zones that range in width from a few centimetres to 50meters or more. Outcrop is sparse, and is covered largely by granodiorite detritus and unaltered boulders of granodiorite that largely mask the underlying rocks and structural aspects of the bedrock. The degree of shearing that the intrusive rock has undergone is largely unnoticed in undisturbed terrain, and becomes apparent only when examining fresh road cuts and prospect pits.

Virtually the entire intrusive body has been altered, and exhibits widespread propylitic alteration effects. Epidote occurs in veins and in blotchy masses throughout the intrusive. Much of the mafic minerals have been altered partially or completely to chlorite. In the vicinity of intense shearing, granodiorite has been further altered by potassic alteration, usually displayed by addition of sericite in the shear zones, occasional to common k-spar flooding in the equigranular matrix, and locally the introduction of secondary biotite. The potassic alteration effects appear to be confined or controlled by the northwest shears.

Geologic mapping to date has been limited to location of dikes and plugs of various compositions within the granodiorite mass.

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The principal focus of exploration on the property is gold in shear zones. The shear zones trend northwest, and serve to localize multiple phases of quartz infusion. Shearing and mineralization appear to have been concomitant, as numerous examples of sheared quartz cut by later quartz veins. Numerous iron oxide veinlets are found in nearly all the shear zones visited by Mr. Hiner. Gold is easily panned from ground quartz, iron oxide veinlets, and sheared granodiorite taken within the shear zones.

The type of deposit under consideration at Yura is a shear-hosted mesothermal gold deposit.

Gold occurs as grains entrained in quartz, as smears on fracture faces, and in the numerous iron-oxide veinlets that occur in shear zones where quartz and sericite are present. Assays for samples taken by Mr. Hiner suggest that gold additionally resides in the sheared granodiorite within the shear zone, but work to date is insufficient to quantify this type of occurrence. Rarely, relic pyrite can be found in massive quartz veins.

The gold in shear zones is almost always associated with quartz veins and veinlets, and there is a common association of iron oxide veinlets in the shear zones. In every prospect visited by Mr. Hiner, potassic alteration as an overprint on the propylitically-altered granodiorite was visible, and is exemplified by the presence of sericite and occasionally by k-spar flooding in the matrices of the intrusive host rocks.

As a function of topography, oxidized vein material is visible along the strike of several veins over a vertical distance of 400m. The shear zones are continuous, but the mineralized portions are not. The depth of oxidation in the shear zones is not known, however.

Zoro personnel have conducted surface prospecting and minimal local trenching. From satellite imagery and airphotos, plus minimal confirmatory reconnaissance work, in excess of 30 individual mineralized shears have been identified in the district. Most of the identified zones are located outside the boundaries of the property optioned by Zoro.

Zoro geologists describe their findings as follows:

Mr. Hiner's observations generally are in agreement with the Zoro geologists' statements as regards strike lengths, vertical persistence, and shear widths in the areas Mr. Hiner visited, but work to date has been insufficient to assess the mineral potential of individual zones. The ability to make more precise assessments is restricted by the reconnaissance level of work completed to date, the limited access available, and a paucity of reliable outcrop to ascertain the strength and persistence of shear zones and associated mineralized zones. Of the prospects within the property, only four have been examined and sampled by Mr. Hiner: the Fortuna, the Dolores, Charlie, and the Suzi zones. The Alma prospect is situated north of the Charlie occurrence on the same shear structure. It was visited but not sampled as part of a traverse to examine the Charlie shear zone along strike. The Alma prospect consists of two small artisanal diggings on small quartz veins. The Iris and Eliana zones were visited briefly, and determined to be narrow quartz veins within northwest-trending shears. Due to lack of exposure, no sampling was done. The other zones both on and off the property were not visited by Mr. Hiner, due to the fact that they are remote and accessible only on foot. According to Zoro personnel, the prospects named but not visited or sampled consist largely of minimal prospect pits and artisanal workings that are of the same geologic mode, being narrow quartz veins in anastamosing shear zones that trend northwesterly.

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Zoro commissioned a limited geophysical program in 2008. The object of the program was to resolve whether or not IP could detect the limited sulfides present in mineralized zones at Yura. A simple test of one line at the Marylin prospect confirmed that IP showed no useful response.

It is readily apparent in the field that boulder scree, talus, and alluvium cover large parts of the property. Mapping and sampling without access to reliable bedrock exposure hampers the evaluation of the project. Adequate mapping and determination of project level geology will depend upon access to bedrock exposure via additional roadcuts or trenching.

Zoro geologists completed a district-wide sampling program in 2007 and 2008. Many of the known prospects were visited on a limited basis due to difficult access and the remote location of the prospects. Rocks sampled included vein material, muck and dump piles, altered rocks in shear zones, and surface grab samples of altered and unaltered rock. The locations were noted by prospect name and UTM coordinates. Samples were fire assayed. Because the geologists anticipated coarse gold and sample reproducibility issues, they also instituted a panning program as a comparison. Results of both the assay results and the panning results were reviewed by Mr. Hiner.

More recently, Zoro personnel constructed approximately 30km of roads in order to gain access to various prospects deemed to be worthy of additional exploration. These roads allowed Zoro workers to move equipment in to three prospect areas in particular, the Fortuna, the Charlie, and the Dolores zones. Although the Suzi zone is accessible via bulldozer track, no work has been conducted. Zoro considers the Fortuna, Charlie, and Dolores zones to be the principal targets and material mineral occurrences on the property, given the limited and reconnaissance level of information available elsewhere on the property.

Mr. Hiner visited, from north to south, the Upper and Lower Fortuna zones, the Dolores zone, the Suzi zone, and the Charlie zone. Samples were taken at each of the four locations. The Iliana and Iris zones were visited but not sampled due to caving and scree cover of artisanal workings. Descriptions of the zones visited are set out below.

At the Fortuna zone, bulldozer work cleared an area at a location called the Upper Fortuna zone, and exposed shearing that is in excess of 100m in width. Drilling and blasting in the main part of the shear zone exposed a quartz-mineralized shear zone that is in excess of 10 m wide. For safety reasons, Mr. Hiner could not gain access to the face of the cut for sampling. However, Mr. Hiner did conduct chip sampling across the zone south of the open cut. The Fortuna zone is visible over 0.6 km to the southeast, where the Lower Fortuna workings are visible. The Fortuna zone is traceable on the ground and in airphotos, and is clearly evident in the hillside above the Lower Fortuna adit.

Zoro geologists did not conduct sampling at the Fortuna zone.

At the Charlie zone, a shaft was sunk to 30 m, and a drift begun down hill to access the shaft. Broken ground in excess of 15m in width required concreting the entire zone and the drift has not been completed. The entire zone has been rock bolted and screened for protection. The main adit entrance has been concreted for stability.

In the hanging wall of the Charlie zone, Mr. Hiner took a sample, and also panned a sample from the same cut. The sample assayed 0.29ppm Au, and the pan showed substantially more visible gold than the assay indicated.

Five samples were taken by Zoro geologists at the Charlie prospect. Four contained gold, but silver was not detected. A sample of country rock reported no gold or silver. Of the four samples, samples YEO 286 and YEO 309 appear to be high-grade select samples, whereas YEO 308, 310, and 393 appear to be representative of vein and wallrock.

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The Suzi zone comprises an area of numerous prospect pits and dogholes that expose sheared granodiorite. Alteration of sheared granodiorite is locally intense, resulting in a subdued topography in comparison to the surrounding terrain. Shear zones vary in thickness from thin shear selvages to zones in excess of 3m wide. There is no dominant shear trend, and Mr. Hiner noted shear trends ranging from E-W to N45E. Samples taken by Zoro geologists contained gold and silver ranging from no detectable to15.05g/t and 5.1g/t respectively (table below).

The Dolores zone is situated on a large, N75W-trending anastamosing shear zone that varies in thickness from 1m to 15m where visited. A small shaft has been developed at the top of the hill where the mineralized shear crops out. Away from the top of the hill, outcrop is sparse and the shear can be traced only by float, occasional small prospect pits, and topographic lows.

Numerous samples were taken at Dolores by Stiles and later by Zoro geologists. Stiles developed a 20m shaft and drifted 45m into the shaft from 20 m below to the southeast. Because of this limited development work, and because the zone was exposed, grab samples were taken of dump material and stockpiles from Stiles work, and numerous channels were cut on thin quartz veins within a 15m wide shear zone. Several samples were high-grade select samples taken to ascertain the habit of the gold occurrence, and are not representative of the grade or tenor of the mineralized shear zone.

The property is at an early stage of exploration and no drilling has been conducted.

In discussions with Zoro personnel, sampling conducted in 2007 and 2008 was directed at available outcrops, prospect pits, quartz veins and mineralized shear zones, artisanal dumps, mineralized float, and visibly unmineralized granodiorite. Mineralized material was sampled where accessible to determine grades of gold and silver. Sampling of mineralized zones included rock chip samples and channel samples across visible mineralized zones. Dump piles were sampled to gain an understanding of what artisanal miners may have been mining. The vendors to Zoro attempted sporadically to mine at the Mercedes, Charlie, and Fortuna prospects, and several samples were taken of residual dumps, muck piles, and rock in place where accessible.

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Dependent upon the size of the individual prospect, sampling covered areas as small as individual outcrops, as in the case of Eliana and Iris. The other prospects cover areas ranging up to 50m in width, with strike lengths along shear zones up to 500m. Sample coverage was adequate to determine whether or not precious metal mineralization was present, but not systematic. At each of the prospects sampling is insufficient to reliably determine grade or tenor of any mineralized zone. At each of the prospects, alluvial and scree cover severely hampers orderly or uniform sample coverage.

Most of the samples were taken to accentuate gold and silver grades. As such, the results are indicative of high-grade mineralization, and are not representative of overall grade and tenor of individual mineralized zones. Samples taken of visibly unaltered granodiorite host rock at Mercedes and Dolores prospects returned low gold grades. Inspection by Mr. Hiner indicates that anomalous gold is likely contained in iron oxide veinlets that cut the unmineralized granodiorite, and the samples are therefore not representative of the granodiorite itself.

Mr. Hiner took fifteen 1kg to 3kg rock samples of sheared and mineralized material from several zones on the property. Particular focus was paid to the Fortuna zone and to a lesser extent the Dolores and Suzie zones. At Fortuna, the samples are chip channel samples across the altered zone, and cover an area of approximately 50m. Samples at Suzie and Dolores are chip samples of altered zones and veins exposed in prospect pits. At Suzie, the samples were taken in an area of approximately 200 square meters. The samples were collected in 10 mil plastic bags, placed inside Hubco cotton standard sample bags, noted by sample tag and felt marker, and sealed with plastic zip ties. The sample locations were noted by GPS location, and photographs of the sample area were taken.

The fifteen samples taken by Mr. Hiner are representative of silicification, iron-stained, and mineralized zones found in sheared and altered intrusive rocks. Mr. Hiner attempted to sample obviously altered rocks in order to determine the precious metal content of mineralized or altered rocks. Because gold is visible and coarse, Mr. Hiner consulted with ALS Chemex personnel as to an appropriate analysis technique. The lab recommended, and Mr. Hiner concurred, that it was appropriate to analyze all the Yura samples utilizing the largest sample size available and by employing metallics screening techniques. The samples are visually biased toward mineralized material, and are not representative of either the country rock in the area, and may not be representative of mineralization, if any, which may occur at depth in the area. Mr. Hiner's sample locations by prospect are set forth in the table below. Brief descriptions of Mr. Hiner's samples and assay results are shown in the second table below.

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As with most projects involving coarse gold or free gold mineralized zones, sample size and assay method is a constant problem. In spite of attempts to isolate and identify coarse gold or nugget variances, there remains the issue of underreported gold in samples. For instance, samples 07012008 through 07021013 were taken across the Fortuna shear where exposed by bulldozer cuts. Only one of these samples reported gold in the ALS Chemex metallics assays (07021012). However, each of these samples 07021008 through 07021011 and sample 07021013 were panned at the time, and each produced a small gold tail in the pan.

Mr. Hiner did not attempt to sample unmineralized rocks.

Samples taken by Zoro geologists were bagged, transported to Arequipa, and sent to Jacobs Assay Office in Tucson. Jacobs prepared the samples as follows:

1. Samples were dried and crushed to 90% -100m.
2. Samples were blended in a rolling cloth and mixed a minimum of 24 times.
3. Standard fire assay procedures were performed using ½ assay ton charges.
4. Gold and silver were determined gravimetrically and reported in grams per metric ton.
5. Jacobs inserted internal standards and blanks randomly throughout the sample stream to maintain precision and accuracy.

In Mr. Hiner's opinion, sample preparation and analyses were conducted to industry standards. Although Mr. Hiner cannot comment on the level of security utilized by Zoro's geologists, the variability of gold and silver values reported, including a large number of samples that returned no detectable gold values, suggests that security was adequate, and no attempt was made to alter the content of any of the samples taken.

No employee, officer, director, or associate of Zoro Mining Corporation was involved in the selection of samples to be taken by Mr. Hiner, involved with the collection of the samples taken by Mr. Hiner, or the preparation of the samples.

The samples were sealed at the sample site and remained in Mr. Hiner's possession. The samples were stored in Mr. Hiner's hotel room until they were sealed and taken by pickup truck to the Stiles office in Arequipa. ALS Chemex personnel picked up the samples, packed and sealed the samples in a Chemex container, and delivered the samples to ALS Chemex in Lima. ALS Chemex is a certified assay laboratory under ISO 9001-2000.

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ALS Chemex at Lima prepared the samples as follows:

1. Dried the samples as necessary and crushed the samples to greater than 70% -2mm using a jaw crusher.
2. A 500 gram split is obtained using a Jones Riffle Splitter and pulverized to greater than 85% -75 microns using standard ring and puck style pulverizing equipment.
3. The sample is screened to separate -100mesh and +100mesh fractions. Duplicate 50 gram fire assays analyses are done on undersize and oversize fractions. Individual assays, calculated total weight, weight fractions, and total gold are reported.

Quality control procedures were employed by Mr. Hiner in the field for the samples collected to ensure that samples are representative of the material sampled. ALS Chemex maintains a program of internal quality assurance and quality control to maintain and control precision, accuracy, and contamination. These include the insertion of ALS geochemical standards and blanks into the sample analysis stream and duplicate analyses of both standards and client samples. Mr. Hiner relied on the laboratory's quality control program to manage precision, reliability, and reproducibility.

It is Mr. Hiner's opinion that sample preparation, security, and analytical procedures are adequate for this level of evaluation, but not for continuing exploration and resource evaluation.

Because sample size and nugget effect is probably going to be an ongoing laboratory issue, Mr. Hiner recommends taking as large a sample as is practical, and developing an analysis procedure with the selected lab to accommodate nugget gold problems. Mr. Hiner has held additional discussions with ALS Chemex personnel in Lima and Vancouver regarding alternative procedures, as well as with metallurgical consultants in Reno, Nevada. The general consensus, with no decision reached, is that other methods may work depending on the mode of gold occurrence. Alternative methods suggested for consideration include bottle roll testing, column leaching, and utilization of gravity circuits to concentrate large samples prior to independent analysis. Any method subsequently selected will depend on additional work to determine the habit and mode of occurrence of gold in the oxidized and mineralized zones of the Yura project.

Future programs to evaluate the Yura property should include development of a company-held geochemical standard, and utilization of blanks (geochemically inert material such as silica sand) inserted into the sample stream for submission to the laboratory to ensure and verify the precision and accuracy of the assay results, and to enable detection of contamination.

Geological information for the Yura property has been compiled from public and private sources and is dominantly of a geological and reconnaissance nature.

Mr. Hiner is not aware of any quality control measures that may have been used by Zoro geologists in their sampling programs, and none of the contract geologists used by Zoro in the prior programs were available for discussion. Because pulps and rejects from the Zoro programs were not available, Mr. Hiner did not attempt to verify prior sample results using prior sample material. Mr. Hiner conducted a check sample analysis at two sample locations at the Dolores prospect that were pointed out by one of the private vendors. Mr. Hiner's sample number and assay value are compared below with the Zoro assay number and result.

Check sample 7021005 was taken in a channel sample cut by Zoro geologists. The variability of grade is likely a function of the presence iron oxides and silicification, and variations in gold grade are suspected to be relative to the amount of iron oxide taken in the sample.

Check sample 61002 was taken in a small cut in the wall of the Dolores zone. The granodiorite was not visibly altered, but the rock was shattered and iron oxide veinlets were numerous. It is Mr. Hiner's opinion that the variability in gold values is related to the density of iron oxide veinlets and the amount of iron oxides preferentially sampled.

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At the Suzi prospect, Mr. Hiner attempted to reproduce a Zoro sample on the basis of matching UTM coordinates. Sample 7021004 was taken at 199,934E 8,190,261N, which matches the coordinates of Zoro sample YEO 125. Mr. Hiner's results for gold were 3.08 ppm, whereas Zoro sample reported 8.23 g/t. Mr. Hiner's sample was a 1m chip across a vein structure in a prospect pit, whereas the Zoro sample was a dump grab. Mr. Hiner notes that his sample weight was 1.6kg versus Zoro's sample weight of 10.26 kg. The sample cannot be considered a duplicate, but both samples reported gold, and Mr. Hiner believes that large sample sizes are more reliable in coarse gold settings. Whether or not the Zoro geologist selectively sampled the dump is unknown.

Mr. Hiner's assay data was checked against field notes to ensure that there were no unusual inconsistencies between Mr. Hiner's reported results and field observations. Mr. Hiner is satisfied as to the adequacy of sample collection, handling, security, preparation and analytical procedures that have been carried out.

Mr. Hiner notes that gold in assays and gold in pans in his sample results indicates a high degree of variability. In Mr. Hiner's experience, it is common to have a high degree of variability in the reproducibility of gold assays, particularly where coarse gold is known to exist.

The property is at an early stage of exploration and no Mineral Processing or Metallurgical testing has been carried out.

The property is at an early stage of exploration and no Mineral Resource or Mineral Reserve Estimates have been carried out.

Mr. Hiner is not aware of any other relevant data or information on the Property other than as described in this report.

Regional-scale northwest-trending shear zones have been locally altered and mineralized. Gold is hosted in quartz veins, veinlets, iron-oxide veinlets, and in potassically-altered and sheared granodiorite. Shear zone widths and strike lengths are locally substantial and represent suitable targets for the discovery and development of gold mineralization. Substantial boulder scree, talus and alluvium effectively mask the shear zones, rendering surface exploration difficult without mechanical explosure for evaluation purposes. Thus, insufficient work has been done to determine size and grade potential of known zones, and additional work is required to determine the existence, if any, of additional zones with potential for hosting gold mineralization.

It is Mr. Hiner's opinion that the Yura property merits additional evaluation of known zones, and continued exploration to determine the mineralization potential elsewhere on the property, for the following reasons:

• Widespread prospecting activities have been restricted to areas of quartz vein outcrop or quartz vein surface debris, leaving substantial strike lengths that do no display quartz-veining unexplored
• Widespread gold in multiple prospects suggests a substantial gold mineralizing event
• Lengthy shear zones with widths from 1m to 50m or more represent sizeable targets
• Significant boulder scree, talus, and alluvium cover that is largely unaltered does not reflect the underlying bedrock geology, shear zone locations and size, and mineral potential
• Exploration to date by Zoro has concentrated on areas with known gold prospects
• Property is situated in mining-friendly jurisdiction and title is secure
• Access and infrastructure are good. Climate and elevations are conducive to year-round operations
• The association of gold with potassic alteration allows usage of geologic, geochemical, and remote sensing tools to guide exploration and target delineation.

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It is evident from discussions with Zoro personnel and from Mr. Hiner's results that the presence of coarse gold at Yura affects lab analyses and gold reproducibility. Both Zoro geologists and Mr. Hiner encountered reproducibility variations, whereby gold seen in pan samples was not replicated in lab analyses. In Mr. Hiner's experience, high variability in gold analyses is common, but exacerbated by the presence and erratic distribution of coarse gold. It is Mr. Hiner's interpretation that this situation is likely to occur on a property-wide basis within the oxidized zones of mineralized shears. Data are insufficient to predict variability of mineralization, if any, in unoxidized parts of mineralized shears. Although nearly impossible to remove the effects of this variability, the statistical variance can be partially mitigated by taking large samples in the field, and by utilizing large sample charges in the lab. A combination of metallics screening, bottle roll analysis, or column leaching using larger sizes may be necessary to improve analysis reproducibility.

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.

The recommended exploration program at the Yura property is estimated at $384,450 for Phase 1 and $760,750 for Phase 2. The table below provides a breakdown of projected expenditures for the proposed geochemical and geophysical surveys, along with follow-up drilling.

The Fritis property consists of 8 mineral exploration concessions covering approximately 2,300 hectares (5,683 acres), located roughly 40 kilometers to the south of Copiapó, Chile, via paved highway and improved roads, and at an elevation of 500 meters. These concessions appear to contain epithermal precious metals targets. The property was previously controlled by Teck-Cominco until mid-2009 when the concessions lapsed and were acquired by Gareste, who conducted a surface sampling program in late 2009. Zoro has identified several areas at the concessions which could be the targets of future exploration efforts. However, the Company has no current exploration plans for 2010-2011 for the Sierra Fritis property.

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Previous work by Gareste at the project in the 1990's included surface and auger drill field testing and sampling of the sediments and inflow streams. Zoro has targeted possible precious metals and platinum group metals exploration efforts relating to the inflow waters and the uplifted dry lake bed surface sediments. However, the Company has no current exploration plans for 2010-2011 for the Piedra Parada property.

As discussed above, we have acquired a significant position in a mineral property located in the Mexican State of Sonora. Known as Las Animas, the property is located some 200 road kilometers southeast of Hermosillo, the State Capital, and 175 kilometers northeast of Ciudad Obregon, a major agricultural center. The property consists of three separate claims blocks totaling approximately 6,822 acres. The properties are found at the southern end of the California-Sonora gold belt. A number of global companies are currently carrying out significant exploration activities on a number of gold and copper exploration initiatives.

Two separate mineral targets exist; one on the northeast portion of the claims constituting potentially a large disseminated copper/gold zone, and the balance of the claims (approximately 2,000 hectares) which target a potentially large zone of disseminated gold mineralization. The bulk of the property is located between 400 to 600 meters above sea level. Locally, the predominate host rock appears to be related to volcanic activity of the late Cretaceous-early Tertiary arc magmatism common throughout central Sonora, consisting of propylitically altered flows of andesite and possibly dacite, with minor amounts of agglomerates and breccias of local derivation. Gold mineralization is apparently related to local micro-veining and brecciation, which occurred through subsequent hydrothermal activity related to movement of the underlying Sonora batholith. Copper appears superficially as a suite of oxides contained in an elongated vent several hundred meters long, and up to 100 meters in width.

We currently own 70% of two of the three mining claims, and are presently consolidating our position on the third claim wherein we will also have a 70% position. The balance is owned by two Mexican citizens, Gustavo Vazquez and Maria Munoz with 15% each. We may be able to increase our ownership position over the next couple of years through payment of concession maintenance expenses and capital investment for exploration activities such as mapping, sampling, and possibly drilling. No formal agreement yet exists for increasing its ownership percentage. Since the summer of 2006, foreign mining companies have surrounded the Las Animas project both to the north and the south with more than 11,000 square kilometers of mineral claims. There are some small adjacent property areas that remain unclaimed, and we are currently evaluating the placement of a few more hundred hectares of mining claims, which could raise the land position to some 3,000 hectares.

Commercial aviation service is available from major cities in the U.S. southwest, to both Hermosillo, the state capital with a population of 600,000, and connecting to Ciudad Obregon, with a population of 300,000. If leaving from Hermosillo, the road to Las Animas leads east along a paved road to the town of Tecoripa, then south along pavement until the town of Suaqui Grande. The pavement is in particularly poor shape. Las Animas is then reached by following some 40 kilometers of dirt road southeast from Suaqui Grande. These roads are annually maintained through a joint effort of local ranchers and state road crews. If leaving from Obregon, pavement leads northeast to Rosario. An improved dirt and gravel road is then followed for some 60 kilometers to the local of El Realito, and then west along dirt road for some 15 kilometers. An alternative is to use secondary roads if the weather permits on a NNE trajectory for 110 kilometers.

Basing the project out of either Hermosillo or Obregon is seen to be of comparative advantage. Hermosillo is more accessible to major cities such as Los Angeles, Tucson, and Phoenix, and has a larger population and is home base to many mining companies. Because of its large agricultural base, the extended Obregon area actually has better access to many types of equipment and repair shops.

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Infrastructure at the property - roads, buildings, and so on, is sparse to non-existent. An old telephone line runs across the property but appears to be in disuse for some time. The Yaqui River with abundant water resources is located 2 miles east of the property boundary, at an elevation some 200 to 300 meters below the median property elevation.

Copper mineralization is found in an elongated belt several hundred meters long and up to 100 meters in length. Depth of a potential oxide zone is unknown. Additional copper mineralization zones probably exist which lack superficial expression, but may be exposed through subsequent mapping and drilling. Gold mineralization is spread out over several square kilometers. Future sampling and drilling will delineate whether there is an economic ore body. Mexico located project exploration initiatives were limited this year due to limited exploration budgets available due to the global recession.

No work was conducted during on the property during the year ended April 30, 2010, and no work on the ground is envisioned until adequate exploration budgets become available.

Work conducted during the year consisted of claims maintenance payments.  These projects are held for future exploration as resources and adequate exploration budgets become available. Subsequent to April 30, 2010, the Company decided not to go forward with exploration on these two projects, due to other properties taking precedence in priority.

Our current strategy is to obtain sufficient funding to re-commence exploration activities on our core properties. The Company may consider further acquisitions of additional mineral opportunities which fall within the criteria of providing a geological basis for development of mining initiatives that can provide near term revenue potential and capital repatriation from production cash flows to create expanding reserves. We anticipate that our principal ongoing efforts, subject to adequate funding being available, will be focused on advancing the exploration status of several of our core projects to the level of development of legally reportable reserves.

Effective January 1, 2007 as dated May 1, 2007, our Board of Directors, pursuant to unanimous written consent in lieu of a meeting, authorized and approved the execution of an eighteen month corporate support agreement (the "Corporate Support Agreement") with Sweetwater Capital Corp., a private company organized under the laws of the Province of British Columbia, Canada ("SCC"). In accordance with the terms and provisions of the Corporate Support Agreement: (i) SCC shall provide us with corporate services including, but not limited to, furnished offices, communication services, support services, personnel, and other incidental services in order for us to be able to perform our corporate business operations and activities in Vancouver, British Columbia; (ii) SCC shall further provide at our request financial services, bookkeeping and accounting services, formulation of budget plans, establishment of financial relationships, and preparation and maintenance of proper accounting records; and (iii) we shall pay SCC the aggregate monthly sum of CDN$14,100. Effective December 31, 2008, the monthly amount of the contract was modified to US$12,000 per month.  The corporate support agreement's contract term has lapsed and services continue to be provided on a month to month basis.

We operate in a highly competitive industry, competing with other mining and exploration mineral companies, and institutional and individual investors, which are actively seeking metal and mineral based exploration properties throughout the world together with the equipment, labor and materials required to exploit such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime metal and minerals exploration prospects and then exploit such prospects. Competition for the acquisition of metal and minerals exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable metal and minerals exploration properties will be available for acquisition and development.

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Our mineral exploration activities are, or will be, subject to extensive foreign laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Mineral exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.

Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations. Our activities may be subject to certain federal, state and local laws and regulations, relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations does not appear to have a future material effect on our operations or financial condition to date. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. However, such laws and regulations, whether national or local, are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry and our current operations have not expanded to a point where either compliance or cost of compliance with environmental regulation is a significant issue for us. Costs have not been incurred to date with respect to compliance with environmental laws but such costs may be expected to increase with an increase in scale and scope of exploration.

Mineral exploration operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations. Mineral exploration operations are subject to foreign, federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Mineral exploration operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, state, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. As of the date of this Annual Report, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

No research and development expenditures have been incurred, either on our account or sponsored by customers, during the past three years.

We do not employ any persons on a full-time or on a part-time basis. Andrew Brodkey is our President/Chief Executive Officer, Dr. David Hackman, our Vice President of Exploration, Jas Butalia, our Chief Financial Officer, and Harold Gardner, our Chief Operating Office/Vice President of Business Development. These individuals are primarily responsible for all of our day-to-day operations. All services are provided by outsourcing, consultant and special purpose formal and informal contracts.

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An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of our mineral properties. Furthermore, if the costs of our planned exploration programs are greater than anticipated, we may have to seek additional funds through public or private share offerings or arrangements with corporate partners. There can be no assurance that we will be successful in our efforts to raise these require funds, or on terms satisfactory to us. The continued exploration of current and future mineral properties and the development of our business will depend upon our ability to establish the commercial viability of our mineral properties and to ultimately develop cash flow from operations and reach profitable operations. We currently are in the exploration stage and we have no revenue from operations and we are experiencing significant negative cash flow. Accordingly, the only other sources of funds presently available to us are through the sale of equity and debt instruments. Alternatively, we may finance our business by offering an interest in any of our future mineral properties to be earned by another party or parties carrying out further exploration and development thereof or to obtain project or operating financing from financial institutions, neither of which is presently intended. If we are unable to obtain this additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of our mineral properties. Further, if we are able to establish that development of our mineral properties is commercially viable, our inability to raise additional financing at this stage would result in our inability to place our mineral properties into production and recover our investment. We may not discover commercially exploitable quantities of mineral on our properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration.

Our mineral properties are in the exploration stage as opposed to the development stage. The known mineralization at these projects has not yet been determined, and may never be determined to be economic. We plan to conduct further exploration activities on our mineral properties, which future exploration may include the completion of feasibility studies necessary to evaluate whether commercial mineable mineral exists on any of our properties. There is a substantial risk that these exploration activities will not result in discoveries of commercially recoverable quantities of mineral. Any determination that our properties contain commercially recoverable quantities of mineral may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economical. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that our mineral properties can be commercially developed.

Our long-term success depends on our ability to establish commercially recoverable quantities of mineral on our properties that can then be developed into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of mineral exploration is determined in part by the following factors:

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• identification of potential mineralization based on superficial analysis;
• availability of government-granted exploration permits;
• the quality of management and geological and technical expertise; and
• the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop processes to extract the mineral, and to develop the mining and processing facilities and infrastructure at any chosen site. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized mineral in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of mineral on our properties.

Prices for certain minerals have been highly volatile, and are affected by numerous international economic and political factors over which we have no control. The prices of certain minerals have varied over the last four years. The prices of minerals are affected by numerous factors beyond our control, including the demand, increased supplies from both existing and new mines, sales of minerals from existing stockpiles, and political and economic conditions. Our long-term success is highly dependent upon the prices of certain minerals, as the economic feasibility of any ore body discovered on our properties would in large part be determined by the prevailing market price of mineral. If a profitable market does not exist, we could have to cease operations.  

We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have a net loss totaling approximately $18,890,232 from April 20, 2004 (inception) to April 30, 2010. During the year ended April 30, 2010, we had no revenue and incurred a net loss of approximately $11,670,321. We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate; (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs.

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The uncertainty and factors described throughout this section may impede our ability to economically discover, acquire, develop and/or exploit mineral prospects. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future.  In addition, acquisitions requiring capital may divert operating capital, necessitate the issuance of debt that may divert exploration budgets available, and or equity issuances that may dilute equity shareholdings.

The financial statements for the fiscal years ended April 30, 2010 and April 30, 2009 have been prepared assuming that the Company 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. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected.

Based upon our historical losses from operations, we will require additional funding in the future. If we cannot obtain capital through financings or otherwise, our ability to execute our exploration programs will be greatly limited. Historically, we have funded our operations through the issuance of equity and short-term debt financing arrangements. We may not be able to obtain additional financing on favorable terms, if at all. Our future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of mineral. Further, our current debt levels are approximately $2,300,000 and existing and further debt financing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations. If we are unable to raise additional funds, it would have a material adverse effect upon our operations.  Existing debt may at a future date be settled with equity causing dilution to existing shareholders.

Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce positive results of exploration, or we may not complete exploration of such prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Equity may be issued as consideration for properties acquired and dilute equity holders interest in the Company.  Further, acquisitions could disrupt ongoing business operations and ongoing exploration initiatives. If any of these events occur, it would have a material adverse effect upon our operations and results from operations, and possibly the equity holdings of shareholders.

Since inception, our activities have been limited to organizational efforts and obtaining working capital. It has only been since 2004 that our business operations and focus is on acquiring and developing a very limited number of properties. The business of mineral exploration and development is subject to many risks and if mineral is found in economic production quantities, the potential profitability of future possible mining ventures depends upon factors beyond our control, including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) geological problems; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected grades of mineral; (vi) accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) labor disputes; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations.

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We are not currently engaged in mining operations because we are in the exploration phase and have not yet any proved mineral resources or proved mineral reserves. We do not presently carry property and liability insurance. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances. The Company relies on operating arrangements in countries of in which it conducts exploration activities.

The mineral exploration and mining industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce mineral, but also market mineral and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive mineral properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low mineral market prices. Our larger competitors may be able to absorb the burden of present and future foreign, federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing mineral properties.

The marketability of minerals which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, market fluctuations in commodity pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of mineral and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

If economic quantities of mineral is found by us in sufficient quantities to warrant mining operations, such mining operations are subject to foreign, federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Mineral mining operations are also subject to foreign, federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus resulting in an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend material amounts on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

Mineral exploration and development and future potential mineral mining operations are or will be subject to stringent federal, state, provincial, and local laws and regulations relating to improving or maintaining environmental quality. Our global operations are also subject to many environmental protection laws. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested of many years ago.

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Future potential mineral mining operations and current exploration activities are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Mineral mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.

We believe that our operations currently comply, in all material respects, with all applicable environmental regulations. However, we are not insured at the current date against possible environmental risks.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in any applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Andrew Brodkey, our President/Chief Executive Officer and a director, David Hackman, our Vice President of Exploration and a director, Jas Butalia, our Chief Financial Officer and a director, and Harold Gardner, our Chief Operating Officer and Vice President of Business Development and a director. Further, we do not have key man life insurance on any of these individuals. We may not have the financial resources to hire a replacement if any of our officers were to die or resign. The loss of service of any of these employees could therefore significantly and adversely affect our operations.

Our officers and directors serve only part time and may subject to conflicts of interest based on their other business endeavors. Each of our executive officers and directors devotes part of his working time to other business endeavors, including consulting relationships with other corporate entities, and has responsibilities to these other entities. Because of these relationships, our officers and directors may be subject to conflicts of interest, including deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us.

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As of the date of this Annual Report, our common stock trades on the OTC Bulletin Board. There is a volatility associated with OTC Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

Our Articles of Incorporation authorize the issuance of 180,000,000 shares of common stock. Common stock is our only authorized class of stock. The board of directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

A majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on our directors or officers, or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them. In addition, investors may not be able to commence an action in a Canadian court of the courts of any other relevant country predicated upon the civil liability provisions of the securities laws of the United States.

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As of the date of this Annual Report, there are no unresolved comments pending from the SEC.

We rent principal office space located at 3040 North Campbell Avenue, #110, Tucson, Arizona, 85719. The office space is for corporate staging of South American and Mexican exploration activities, administration, bookkeeping, mailing, and courier purposes and costs us approximately $1,000 monthly. The offices are shared with Pacific Copper Corp., a Delaware public corporation ("Pacific Copper").

We also rent operating offices in Chile and Peru with Pacific Copper in order to decrease overall expenditures in areas of similar operation. Certain of our directors and management are also officers, directors and management of Pacific Copper. See "Item 12. Certain Relationships and Related Transactions and Director Independence."

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

For a description of our mineral property interests, please see Item 1 above.

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 Annual 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.

Not applicable.

Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol "ZORO:OB" on approximately February 12, 2007. On April 22, 2009, the Company's trading symbol changed to "ZORM:OB" in connection with a 20:1 reverse share split.  The market for our common stock is limited, and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ stock market, adjusted to give effect to our April 22, 2009 reverse stock split. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

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As of August 11, 2010, we had 130 shareholders of record, which does not include shareholders whose shares are held in street or nominee names.

No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not indicate the intention of paying cash dividends either on our common stock in the foreseeable future.

We have one equity compensation plan, the Zoro Mining Corp. 2008 Stock Incentive Plan (the "2008 Plan"). The table set forth below presents information relating to our equity compensation plans as of the date of April 30, 2010:

On February 7, 2008, our Board of Directors authorized and approved the adoption of the 2008 Plan effective February 7, 2008, under which the maximum aggregate number of shares which may be issued pursuant to all awards under the 2008 Plan is 15% of the issued and outstanding common shares and the maximum number of shares that may be granted in the form of incentive stock options is 500,000 options.

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The purpose of the 2008 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2008 Plan is to be administered by our Board of Directors or a committee appointed by and consisting of one or more members of the Board of Directors, which shall determine (i) the persons to be granted Stock Options under the 2008 Plan; (ii) the number of shares subject to each option, the exercise price of each Stock Option; and (iii) whether the Stock Option shall be exercisable at any time during the option period up to ten (10) years or whether the Stock Option shall be exercisable in installments or by vesting only. The 2008 Plan provides authorization to the Board of Directors to grant Stock Options to purchase a total number of shares of Common Stock of the Company, not to exceed 15% of the issued and outstanding shares of common stock and 500,000 shares in the form of incentive stock options. At the time a Stock Option is granted under the 2008 Plan, the Board of Directors shall fix and determine the exercise price at which shares of our common stock may be acquired.

In the event an optionee ceases to be employed by or to provide services to us for reasons other than cause, retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to ninety (90) calendar days after the effective date that his position ceases, and after such 90-day period any unexercised Stock Option shall expire. In the event an optionee ceases to be employed by or to provide services to us for reasons of retirement, disability or death, any Stock Option that is vested and held by such optionee generally may be exercisable within up to one-year after the effective date that his position ceases, and after such one-year period any unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will be transferable by the optionee, and each Stock Option will be exercisable during the lifetime of the optionee subject to the option period up to ten (10) years or limitations described above. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one (1) year of his death or such longer period as the Board of Directors may determine.

The exercise price of a Stock Option granted pursuant to the 2008 Plan shall be paid in full to us by delivery of consideration equal to the product of the Stock Option in accordance with the requirements of the Nevada Revised Statutes. Any Stock Option settlement, including payment deferrals or payments deemed made by way of settlement of pre-existing indebtedness may be subject to such conditions, restrictions and contingencies as may be determined.

The 2008 Plan further provides that, subject to the provisions of the Stock Option Plan and prior shareholder approval, the Board of Directors may grant to any key individuals who are our employees eligible to receive options, one or more incentive stock options to purchase the number of shares of common stock allotted by the Board of Directors (the "Incentive Stock Options"). The option price per share of common stock deliverable upon the exercise of an Incentive Stock Option shall be at least 100% of the fair market value of the common shares of the Company, and in the case of an Incentive Stock Option granted to an optionee who owns more than 10% of the total combined voting power of all classes of our stock, shall not be less than 100% of the fair market value of our common shares. The option term of each Incentive Stock Option shall be determined by the Board of Directors, which shall not commence sooner than from the date of grant and shall terminate no later than ten (10) years from the date of grant of the Incentive Stock Option, subject to possible early termination as described above.

As of the date of this Annual Report, no Stock Options have been granted under the 2008 Plan.

Information regarding sales of unregistered securities during the Company's fiscal year ended April 30, 2010 has been provided previously in Quarterly Reports on Form 10-Q.

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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.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual 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. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled "Risk Factors". Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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.

Expenses incurred during fiscal year ended April 30, 2010 compared to fiscal year ended April 30, 2009 increased primarily due to the increase in impairment of mineral property costs, primarily as a result of an impairment charge of approximately $9,700,000, relating to the issue of 19,400,000 common shares calculated at $0.50 per share in connection with the acquisition of the Piedra Parada and Fritis precious metals projects. The Company's mineral exploration costs decreased to $539,160 during the fiscal year ended April 30, 2010 from $1,789,256 during the fiscal year ended April 30, 2009, primarily due to decreased exploration costs in Chile and Mexico between these two periods. The higher mineral exploration costs incurred in 2009 related to initial exploration initiatives across a range of prospects.

Expenses incurred during fiscal year ended April 30, 2010 of $11,910,420 were offset by federal income tax recovery of $216,208 and gain on the sale of fixed assets of $23,891, resulting in a net loss of $11,670,321 (2009 - $3,412,934).

The weighted average number of shares outstanding was 15,125,390 for fiscal year ended April 30, 2010 compared to 4,344,301 for fiscal year ended April 30, 2009.

As at fiscal year ended April 30, 2010, our current assets were $37,118 and our current liabilities were $2,125,042, which resulted in a working capital deficit of ($2,087,924). As at fiscal year ended April 30, 2010, current assets were comprised of cash in the amount of $34,790 and $2,328 in other receivables. As at fiscal year ended April 30, 2010, current liabilities were comprised of: (i) $592,202 in accounts payable and accrued liabilities; (ii) $400,591 in promissory notes payable; and (iii) $1,132,249 in debt due to related parties.

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As at April 30, 2010, our total assets were $176,971 (2009 - $985,772) comprised of: (i) $37,118 in current assets as described above; (ii) $139,845 in valuation of equipment; and (iii) $8 in valuation of mineral properties. The decrease in total assets during fiscal year ended April 30, 2010 from fiscal year ended April 30, 2009 was primarily due to a reduction in the valuation of mineral properties and equipment.

As at April 30, 2010, our total liabilities were $2,288,011 (2009 - $3,050,624) comprised of: (i) $2,125,042 in current liabilities as described above and (ii) $162,969 in convertible note. The decrease in liabilities during fiscal year ended April 30, 2010 from fiscal year ended April 30, 2009 was primarily due to a decrease in promissory notes payable and amounts due to related parties.

Total Stockholders' deficiency increased from ($2,064,852) for fiscal year ended April 30, 2009 to ($2,111,040) for fiscal year ended April 30, 2010.

For fiscal year ended April 30, 2010, net cash flows provided by (used in) investing activities was $146,000 compared to ($8,915) for fiscal year ended April 30, 2009 consisting of purchase of equipment.

We have financed our operations primarily from either advances or the issuance of equity and debt instruments. For fiscal year ended April 30, 2010, net cash flows provided from financing activities was $300,683 compared to $882,529 for fiscal year ended April 30, 2009. Cash flows from financing activities for fiscal year ended April 30, 2010 consisted of: (i) $165,833 from issuance of promissory notes and (ii) $134,850 in proceeds from common stock issuances.

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. Our working capital requirements are expected to increase in line with our planned growth of our business.

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At April 30, 2010, we had cash of $34,790 and a working capital deficit of $2,087,924. 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 or otherwise to fund our exploration program 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.

As of the date of this Annual Report, and our obligations under the Mineral Property Acquisition Agreement, as incurred, the agreements discussed below summarize our material commitments.

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

We incurred a total of $316,272 (2009 - $1,048,408 ) to a private Chilean company that provides exploration services to us in Chile via operator agreement, and has a director in common, of which $197,272 was owed at April 30, 2010 (April 30, 2009 - $918,408) with such costs recorded as exploration costs in Chile, South America.

We issued $200,000 in 6% promissory notes with a term to October 31, 2010 convertible into units at $3.20 per unit for a period of two years (the "Unit"). Each Unit is comprised of one share of restricted common stock and one share purchase warrant exercisable at $5.00 for two years from the date of conversion. At April 30, 2010, $89,670 in accretion interest had been recorded in the 2010 fiscal year.

During fiscal year ended April 30, 2009, we borrowed an aggregate of $48,529 from an unrelated company in accordance with the terms and provisions of certain promissory notes bearing interest at the rate of 8% per annum and due six months from the date of signing. As at April 30, 2010, the balance due and owing including accrued interest was $40,972.

During fiscal year ended April 30, 2009, we borrowed $430,000 from a related party by way of non-interest bearing promissory notes which are unsecured and payable on demand. As at April 30, 2010, the balance due and owing was $160,000.

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

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

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

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Effective February 23, 2010, the Company entered into an Asset Purchase Agreement with two vending parties to acquire a 100% interest in three property mineral exploration concessions as an extension to the Company's existing Yura gold prospect located 30 kilometers west of Arequipa, Peru (the "Fortuna Properties"). Harold Gardner, an officer and Director of the Company, is an indirect minority shareholder of one of the vending parties. Subject to final due diligence, the lifting of the Cease Trade Order (which occurred on July 21, 2010), and other customary closing conditions, the Company plans to (i) issue 6,000,000 restricted shares of its common stock to the Vending Parties; (ii) pay to the Vending Parties $100,000 prior to the closing of the acquisition, $125,000 at the closing date, and $100,000 six months from the closing date; and (iii) grant to the Vending Parties, a 2.5% net smelter return ("NSR") royalty on the proceeds of any production from the Fortuna Properties capped at $20,000,000, 1.5% of which can be repurchased by the Company at any time before commencement of any production for the sum of $8,000,000. The NSR also calls for an advance minimum yearly payment of $100,000 to the Vending Parties, which amounts are credited against any royalties ultimately payable.

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

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

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

The Company's 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.

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, and the provision for income taxes.

Equipment is recorded at cost.  Depreciation is provided using the straight-line method over 5 years for exploration equipment, automotive equipment and furniture and fixtures; depreciation is provided using the straight-line method over 3 years for computer equipment. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized.

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 April 30, 2010 and 2009 that have been included in dilutive loss per share calculation as the effects would have been anti-dilutive.

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The Company reports comprehensive income or loss in its consolidated financial statements. In addition to items included in net income, comprehensive income includes items currently charged or credited directly to stockholders' equity, such as foreign currency translation adjustments

Financial Instruments

The carrying amounts of the Company's restricted cash, other receivable, and accounts payable and accrued liabilities approximates fair values because of the short maturity of these instruments.

Commodity Price Risk: The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals.

Foreign Exchange Risk: The Company conducts most of its operating activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.

The fair value of each of the Company's long-term financial assets and debt instruments is based on the amount of future cash flows associated with each instrument discounted using an estimate of what the Company's current borrowing rate for similar instruments of comparable maturity would be.

The Company's operations are in Mexico and South America and certain of its assets and liabilities give rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

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.

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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. Translation gains (losses) are recorded in accumulated other comprehensive income as a component of stockholders' equity. 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.

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 consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued. The Company has adopted a stock option plan, but no options have been granted to date and no stock-based compensation been recorded.

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 measured as the excess of the carrying amount of the asset over its estimated fair value.

FASB ASC TOPIC 805 - "Business Combinations." The objective of this topic is to enhance the information that an entity provides in its financial reports about a business combination and its effects. The Topic mandates: (i) how the acquirer recognizes and measures the assets acquired, liabilities assumed and any non-controlling interest in the acquiree; (ii) what information to disclose in its financial reports and; (iii) recognition and measurement criteria for goodwill acquired. This Topic is effective for any acquisitions made on or after December 15, 2008. The adoption of this Topic did not have a material impact on the Company's financial statements and disclosures.

FASB ASC TOPIC 810 - "Noncontrolling Interests." The objective of this Topic is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require: (i) the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity; (ii) the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income; (iii) changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently; (iv) when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment and; (v) entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This Topic is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this Topic did not have a material impact on the Company's financial statements and disclosures.

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FASB ASC TOPIC 855 - "Subsequent Events."  In May 2009, the FASB issued Topic 855, which establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Topic sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This Topic should be applied to the accounting and disclosure of subsequent events. This Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This Topic was effective for interim and annual periods ending after June 15, 2009.

FASB ASC TOPIC 944 - "Financial Services - Insurance." Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred. This Topic requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Topic is effective for financial statements issued for fiscal years beginning after December 15, 2008 and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise's risk-management activities. The adoption of this Topic did not have a material impact on the Company's financial statements and disclosures.

In February 2010, the FASB issued ASU 2010-09-Subsequent Event (Topic 855) Amendments to certain recognition and disclosure requirements.  ASU 2010-09 removes the requirements for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements.  The Company adopted ASU 2010-09 in February 2010 and did not disclose the date through which subsequent events have been evaluated.

FASB ASC TOPIC 105 - "The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles." In June 2009, the FASB issued Topic 105, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Topic, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This Topic identifies the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP and arranged these sources of GAAP in a hierarchy for users to apply accordingly. This Topic is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  References made to authoritative FASB guidance throughout the consolidated financial statements have been updated to the applicable codification section.

FASB ASC TOPIC 320 - "Recognition and Presentation of Other-Than-Temporary Impairments."   In April 2009, the FASB issued Topic 320 amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This Topic does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The Topic is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. This Topic does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this Topic requires comparative disclosures only for periods ending after initial adoption. The adoption of this Topic did not have a material impact on the Company's financial statements and disclosures.

FASB ASC TOPIC 860 - "Accounting for Transfer of Financial Assets and Extinguishment of Liabilities."  In June 2009, the FASB issued additional guidance under Topic 860 which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date.  The adoption of this Topic is not expected to have a material impact on the Company's financial statements and disclosures.

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FASB ASC TOPIC 810 - "Consolidation of Variables Interest and Special Purpose Entities."  In June 2009, the FASB issued Topic 810, which requires an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (i) The power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (ii) The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity's economic performance. This Topic requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both. This Topic is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.  The adoption of this Topic is not expected to have a material impact on the Company's financial statements and disclosures.

FASB ASC TOPIC 820 - "Fair Value measurement and Disclosures", an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, "Fair Value Measurements and Disclosures". Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity's measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor's ability to redeem its investments at the measurement date, any unfunded commitment, and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity's measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.  The adoption of this Topic did not have a material impact on the Company's financial statements and disclosures.

FASB ASC TOPIC 740 - "Income Taxes", an Accounting Standard Update. In September 2009, the FASB issued this Update to address the need for additional implementation guidance on accounting for uncertainty in income taxes. For entities that are currently applying the standards for accounting for uncertainty in income taxes, the guidance and disclosure amendments are effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The adoption of this Update did not have a material impact on the Company's financial statements and disclosures.

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.

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To the Stockholders and Board of Directors of Zoro Mining Corp.

We have audited the accompanying consolidated balance sheets of Zoro Mining Corp. (an exploration stage company) as of April 30 2009 and 2008 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended April 30, 2009 and 2008 and the period from April 20, 2004 (inception) through April 30, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Zoro Mining Corp. as of April 30, 2009 and 2008 and the results of its operations and its cash flows for the years ended April 30, 2009 and 2008 and the period from April 20, 2004 (inception) through April 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated.  The Company requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS

Vancouver, Canada

July 13, 2009

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