UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 - KSB/A

(Mark One)

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

For the Fiscal Period year ended June30th, 2006

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

For the transition period from ______________ to
___________________



Commission file number: 000-51974



Toro Ventures Inc.

----------------------------------------------

(Exact name of small business issuer as specified in its
charter)

Nevada
    N/A(State or other jurisdiction of incorporation
      or organization)
    (IRS Employer
Number)


2498 West 41st Ave, Suite 232, Vancouver B.C. V6M 2A7

----------------------------------------------------------

(Address of principal executive office)

604-618-9110

----------------------------------

(Issuer's telephone number)

N/A

-----------------

(Former name, former address and former fiscal year, if changed
since last report)



Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001

Check whether the issuer (1) 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 that the registrant was required
      to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.
    Yes [ x ]
    No  [    ]Check if there is no disclosure of delinquent filers in
      response to Item 405 Regulation S-B is not containing in this form, and no
      disclosure will be contained, to the best of the registrant's knowledge,
      in definitive proxy or information statements incorporated by reference in
      Part III of this Form 10-KSB or any amendments to this Form 10-KSB
    [   ]Indicate by check mark whether the company is a shell
      company (as defined in Rule12b-2 of the Exchange Act)
    Yes [  X  ]
    No [  ] State issuer's revenues for its most recent fiscal year
-$0 State 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 a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)


Aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference as of June 30, 2006 is $57,000.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

As of April 30th, 2006, there are 5,845,000common
shares outstanding.

Transitional Small Business Disclosure Format (Check One):
Yes [   ]  No[ x ]



1





TORO VENTURES INC.

FORM 10-KSB

For the Fiscal Year ended June 30, 2006

Table of Contents



Part I

Item
1.        Description of Business

Item
2.        Description of Property

Item
3.        Legal Proceedings

Item
4.        Submission of Matters to a vote of
Security Holders

Part II

Item
5.        Market for Common Equity and
Related Stockholder Matters

Item
6.        Management's Discussion and
Analysis or Plan of Operation

Item
7.        Financial Statement

Item
8.        Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure

Item
8A.     Controls and Procedures

Item
8B.     Other Information

Part III

Item
9.        Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
Ac

Item
10.      Executive Compensation

Item
11.      Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

Item
12.      Certain Relationships and Related
Transactions

Item
13.      Exhibits

Item
14.      Principal Accountants Fees and Services

Signatures



2



FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-KSB, OR
THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS
INCLUDE, BUT ARE  NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS OF SIMULATIONS PLUS, INC., A CALIFORNIA CORPORATION
AND OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS.
FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER
PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE
STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS,
PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE
RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT
RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT,"
"ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR
EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS,
BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE
ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS.





3



PART I

Item 1.    Description of Business

Toro Ventures Inc. was
incorporated in the state of Nevada on April 11, 2005. We intend to commence
operations as a fast food service company. We currently own the exclusive
franchisee rights in the provinces of Hubei and Beijing in China to the
Big-On-Burgers Restaurants franchise, a Canadian-based fast food service
provider of traditional North American cuisine such as hamburgers and French
fries. We plan to begin operations of a Big-On-Burgers store in China once
sufficient investment capital is raised.

On May 15, 2005, Toro Ventures Inc. signed a Master Franchise Agreement with
Big-On-Burgers Restaurants, the franchisor, which grants Toro Ventures exclusive
rights to open and operate Big-On-Burgers restaurants in the provinces of Hubei
and Beijing in China. The agreement will be in effect for a period of ten years,
terminating on April 15, 2015. The agreement also allows us to sub-license
others to use the Big-On-Burgers trademark in the provinces of Hubei and Beijing
in China. We may carry on the operation of any number of franchise outlets in
the provinces of Hubei and Beijing in China.

In consideration for being granted the rights to the Master Franchise
Agreement, we accepted to pay the following fees:

1. We agreed to issue 275,000 shares of our common stock to the franchisor
    upon the signing of the franchise agreement.
2. A royalty of 5% of monthly gross sales of all of the franchised outlets
    operating in our exclusive territory will be remitted to the Franchisor by
    us by the fifteen of the following month.
3. An advertising royalty of 3% of monthly gross sales of all of the
    franchised outlets operating in the exclusive territory will be remitted to
    the franchisor by us by the fifteen of the following month.

Other than the items mentioned above, we are not required to
make any other types of payments to the franchisor during the term of the
agreement.

We have the option to renew this
agreement for a further ten years upon the same terms and conditions, except for
the fees, contained in the original Master Franchise Agreement. The renewal term
commences upon the termination date of the original agreement.

The current North American fast food service industry in China is dominated
by the same major players in North America. The North American firms that have
the strongest position in the current fast food service industry in China is
McDonald's and KFC restaurants. The Chinese population has shown a great
willingness to partake in fast-food style fare, as fast food accounted for
two-fifths of the total sale volume of food and beverage in China in 2000
(Source: National Bureau of Statisitcs, (www.stats.gov.cn)Conservative estimates
of annual sales of fast food were above US$24 billion in 2000. (Source:
Agriculture and Agri-Food Canada, http://atn-riae.agr.ca/asia)

The competition amongst these established players is intense, using price and
brand imaging as their main methods of competition. Their strategies often
emphasize being able to offer to their customers the lowest price and the
fastest service. However, their constant emphasis on price and speed comes at
the cost of sub-par quality of food and customer service.

We believe that there is currently a large need that our current competitors are
not satisfying in the North American fast food service industry in China, as
customers in China who are willing to pay a little extra for higher quality
North American fare have no alternatives to turn to presently. Our business plan
intends to service this growing niche market. We intend to use the importance we
place on quality and service to differentiate our restaurant from the major fast
food chains that the Chinese people currently associate with North American
style cuisine. Our intention is to introduce to the Chinese population the
notion that North American fast food does not necessarily mean pre-made,
processed meals and that it can be fresh and of high quality.

As of to date of this filing, we have not generated any revenues, as we have
had no operational activities.

Our restaurant will be subject to the regulations of the Chinese provincial
health, sanitation, safety, environmental and fire agencies in the province it
will be located in. We will ensure that we will be in compliance with such
regulations in the future by hiring a local Chinese manager who has experience
managing and operating a fast food retailer in China.

Listed below are specific government approvals we will need to apply for in
order to begin operations in China:

- We must obtain approval from the Ministry of Commerce for approval to
    set up a foreign owned enterprise in China.
- We must register our business with the State Administration for Industry
    and Commerce to obtain a license to start a business in China.
- We must obtain a permit from the Food and Health ministry in order to
    start our restaurant.
- We must register our business with the ministry of Labour in order to
    hire employees.

We expect to obtain all the above and necessary government approvals by the
end of March of 2007.

We currently have no employees, other than our director, because there is no
operational restaurant in existence presently.

We do not have any subsidiaries.

There has been no bankruptcy, receivership, or similar proceedings.

We currently own the exclusive right to use the Big-On-Burgers trademark in
the country of China.

The Big-On-Burgers trademark is not registered. However, a search was done
prior to its use in order to make sure we would not be infringing any rights by
using it. The trademark right to the logo is acquired through usage,
representation and exposure and via the explicit identification of the letters
"TM" appropriately placed beside the logo.

Other than the above, we do not own, either legally or beneficially, any
patents or trademarks.

4

Item 2:    Description of Property

The Company's headquarters and
executive offices are located at Suite 232-2498 West 41st Ave,
Vancouver, British Columbia. Our telephone number is (604) 618-9110.

Item 3:     Legal Proceedings

There are no existing, pending or threatened
legal proceedings involving Toro Ventures Inc., or against any of our officers
or directors as a result of their involvement with the Company.



Item 4:      Submission of Matters to a Vote of
Security Holders

There were no matters submitted to a vote of security holders during the
quarter ended June 30, 2006.



PART II

Item 5:    Market for Common Equity, Related
Stockholder Matters and Small Business Issuer Purchases of Equity
Securities

There is currently no publicly trading market for our common stock.

There are no outstanding options or warrants or convertible securities to
purchase our common equity

All of the 5,845,000 common shares outstanding are eligible for sale through
the use of Rule 144 under the Securities Act.

As of June 30, 2006, the approximate number of holders of Common Stock of the
Company is 34.

Since our inception date, our boards of directors have not declared any
dividend payments to the shareholders. The declaration and payment of dividends
to holders of our common stock by us, if any, are subject to the discretion of
our board of directors. Our board of directors will take into account such
matters as general economic and business conditions, our strategic plans, our
financial results and condition, contractual, legal and regulatory restrictions
on the payment of dividends by us, and such other factors as our board of
directors may consider to be relevant.

The company has never issued securities for any equity compensation plan.

5



Item 6:     Management's Discussion and Analysis or
Plan of Operation

The following discussion and analysis provides information which management
of Toro Ventures Inc. (the "Company") believes to be relevant to an assessment
and understanding of the Company's results of operations and financial
condition. This discussion should be read together with the Company's financial
statements and the notes to financial statements, which are included in this
report.

Overview

Toro Ventures Inc. was incorporated in
the state of Nevada on April 11, 2005. We intend to commence operations as a
fast food service company. We currently own the exclusive franchisee rights in
the provinces of Hubei and Beijing in China to the Big-On-Burgers Restaurants
franchise, a Canadian-based fast food service provider of traditional North
American cuisine such as hamburgers and French fries. We plan to begin
operations of a Big-On-Burgers store in China once sufficient investment capital
is raised.

Results of Operations

Revenues

We did not earn any revenues during the fiscal period end June 30, 2006, nor
has the Company earned any revenues since its inception date of April 11, 2005.

General & Administrative Expenses

General and administrative expenses totaled $48,096 for the fiscal period
ended June 30, 2006. General and administrative expenses incurred during this
period is largely attributed to fees paid for professional services rendered
related to registering the Company's common stock for public sale, such as audit
fees and consulting fees.

We experienced a net loss of $48,096 for the fiscal period ended June 30,
2006.

Liquidity and Capital Resources

As of June 30, 2006, the Company had cash of $1,212. Management does not
expect that the current level of cash on hand will be sufficient to fund our
operation for the next twelve month period. In the event that additional funds
are required to maintain operations, our officers and directors have agreed to
advance us sufficient capital to allow us to continue operations. We may also be
able to obtain loans from our shareholders, but there are no agreements or
understandings in place currently.

We believe that we will require additional funding to expand our business and
ensure its future profitability. We anticipate that any additional funding will
be in the form of equity financing from the sale of our common stock. However,
we do not have any agreements in place for any future equity financing. In the
event we are not successful in selling our common stock, we may also seek to
obtain short-term loans from our director.

6

Item 7:    Financial Statements

The consolidated financial statements required to be filed pursuant to this
Item 7 begin on page F-1 of this report.

Item 8:    Changes In Disagreements With Accountants on
Accounting and Financial Disclosure

The Financial Statements of the Company have been audited by
Gordon K.W. Gee Ltd. for the period ended June 30, 2005 and fiscal year ended
2006. There have been no changes in or disagreements with Gordon K.W. Gee Ltd. on accounting and financial disclosure matters at any
time.

Item 8A: Controls and Procedures

Our Chief Executive Officer, President, and Chief Financial
Officer (the "Certifying Officers") is responsible for establishing and
maintaining disclosure controls and procedures for the Company. The Certifying
Officers have designed such disclosure controls and procedures to ensure that
material information is made known to them, particularly during the period in
which this report was prepared. The Certifying Officers have evaluated the
effectiveness of the Company's disclosure controls and procedures within 90 days
of the date of this report and believe that the Company's disclosure controls
and procedures are effective based on the required evaluation. There have been
no significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

Item 8B: Other Information

None

Item 9:    Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
Act

Officers and Directors

Each of our directors serves until his or her successor is elected and
qualified. Each of our officers is elected by the board of directors to a term
of one (1) year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. The board of directors has
no nominating, auditing or compensation committees.

7

The name, age, and position of our present officers and directors
are set forth below:

Name
    Age
    Position HeldYan Liu
    23
    President, Principal Executive Officer, Principal
      Financial Officer,, Secretary  Treasurer, Secretary, and
      Director


Each director serves until our next annual meeting of the stockholders or
unless they resign earlier. The Board of Directors elects officers and their
terms of office are at the discretion of the Board of Directors.

Background of officers and directors

Yan Liu has been our president, principal executive officer,
principal financial officer, principal accounting officer, treasurer and a
director since April 13, 2005.

Mr. Liu has a strong working background in managing fast food
service restaurants in the Chinese market. From 2003 to 2004, Mr. Liu was
employed as a manager of a Kentucky Fried Chicken restaurant in Ji Lin, China.
From 2001 to 2003, Mr. Liu was employed as a part-time junior supervisor of a
McDonald restaurant in Ji Lin, China.

Mr. Liu educational background also has prepared him for
restaurant management, as he received a Bachelor of Business Management degree
in Hotel and Restaurant management from the University of Ji Lin, in Ji Lin,
China in 2004. The Business Management degree Mr. Liu earned encompasses basic
accounting and financial theory.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we are only
beginning our commercial operations, at the present time, we believe the
services of a financial expert are not warranted.

Conflicts of Interest

The only conflict that we foresee is that our officers and directors devote
time to projects that do not involve us.

8

SECTION 16(A) BENEFICIAL OWNER REPORTING
COMPLIANCE

Section 16(a) of the Securities and Exchange Act of
1934 requires that the Company's directors, executive officers, and persons who
own more than 10% of registered class of the Company's equity securities, or
file with the Securities and Exchange Commission (SEC), initial reports of
ownership and report of changes in ownership of common stock and other equity
securities of the Company. Officers, directors, and greater than 10% beneficial
owners are required by SEC regulation to furnish the Company with copies of all
Section 16(a) reports they file. As of the fiscal year ending June 30,
2006, Form 3 reports were not timely filed by Yan Liu, the Company's sole
officer and director.

Code of Ethics

The Company has adopted code of ethics for all of the
employees, directors and officers which is attached to this Annual Report as
Exhibit 14.1.

Item 10:    Executive Compensation

The following table sets forth information with respect to compensation paid
by us to our officers and directors during the four most recent fiscal years.
This information includes the dollar value of base salaries, bonus awards and
number of stock options granted, and certain other compensation, if any.

|Summary Compensation
      Table             
|---------------------------------------------
|                                             
|                                             
|(a)                                          
|Name and Principal Position (1)              
|Yan Liu                                      
|President, Treasurer, Secretary, and Director

[1]     All compensation received by the officers and directors has
been disclosed.

Option/SAR Grants

There are no stock option, retirement, pension, or profit sharing plans for
the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

9

Compensation of Directors

We do not have any plans to pay our directors any money.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

Item 11: Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by each of our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what their ownership will
be assuming completion of the sale of all shares in this offering. The
stockholders listed below have direct ownership of his/her shares and possess
sole voting and dispositive power with respect to the shares. The address for
each person is our address at 2498 West 41st Ave., Suite 232, Vancouver, British
Columbia, V6M 2A7.

Name of Beneficial Owner
    Direct Amount of Beneficial Owner
    Position
    Percent of ClassYan Liu
    3,000,000
    President, Principal Executive Officer, Principal
      , Principal Accounting Officer, Treasurer, Secretary, and
      Director
    51.33%All officers and directors as a Group (1
      person)
    
    
    51.33%


Securities authorized for issuance under equity compensation
plans.

We have no equity compensation plans.

Item 12: Certain Relationships and Related Transactions

We issued 3,000,000 shares of common stock to Yan Liu, our president and a
member of the board of directors in April 2005, in consideration of $3,000.

We issued 275,000 shares of common stock to Big On Burgers Restaurant in May
2005, in consideration for the rights to the Big On Burgers franchise.

10

Item 13: Exhibits

Exhibit
No.                             
Description

3.1*                                        
Articles of Incorporation of the Company (incorporated by refernce to the Form
10-SB filed with the Securities and Exchange Commission on August 15,
2005)

3.2*                                        
Bylaws of the Company (incorporated by reference to the Form 10-SB filed with
the Securities and Exchange Commission on August 15, 2005)

10.1*                                      
Master Franchise Agreement (incorporated by reference to the Form 10-SB filed with
the Securities and Exchange Commission on August 15, 2005)

14                                           
Code of Ethics

31                                           
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32                                          
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

Item 14: Principal Accountant Fees and Services

1) Audit Fees

The aggregate fees billed for the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-QSBs or services that are normally provided by the accountant
in connection with statutory and regulatory engagements for those fiscal years
was:

2005 -
$11,258        Gordon K.W. Gee Ltd.

2004 -
$2,452           Gordon K.W.
Gee Ltd.

2) Audit - Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported in the preceding paragraph:

2005 - $0                    
Gordon K.W. Gee Ltd.

2004 - $0                   
Gordon K.W. Gee Ltd.

11

3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was:

2005 - $0                    
Gordon K.W. Gee Ltd.

2004 - $0                    
Gordon K.W. Gee Ltd.

4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported in paragraphs (1), (2), and (3) was:

2005 - $0                    
Gordon K.W. Gee Ltd.

2004 - $0                    
Gordon K.W. Gee Ltd.









12



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on June 18, 2007

Toro Ventures Inc.

(Registrant)

By: /s/ Yan Liu

Yan Liu

President and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

Signature
    Title
    Date/s/ Yan Liu
    President, CEO,CFO, Secretary, Treasurer and Director
    June 18, 2007Yan Liu












13



INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

Balance Sheet for the years ended June 30, 2006 and
2005                                           
F-2

Statement of Operations for the years ended June 30, 2006 and
2005                           
F-3

Statement of Cash Flows for the years ended June 30, 2006 and
2005                           
F-4

Statement of Shareholder's
Equity                                                                                   
F-5

Notes to Financial
Statement                                                                                           
F-6





TORO VENTURES INC.

FINANCIAL STATEMTNS

FOR THE FISCAL PERIOD ENDED JUNE 30, 2006



Gordon K.W. Gee
    #601-325 Howe StreetChartered Accountant
    Vancouver, BC V6C 1Z7Tel: (604) 689-8815An Incorporated Professional
    Fax: (604) 689-8838




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Shareholders of Toro Ventures Inc.:

I have audited the accompanying balance sheet of Toro Ventures
Inc. as at 30 June 2006 and the related statements of operations and deficit, and
cash flow and changes in shareholder's equity and comprehensive income for the period then ended. These financial statements are
the
responsibility of the company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I have conducted my audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that I plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosure in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Toro Ventures Inc.
as of June 30, 2006, and the results of its operations and cash flow of the
company for the period then ended, in
conformity with generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company has had limited operations and have not
commenced planned principal operations. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Vancouver, British Columbia, Canada
    /s/ "Gordon K.W. Gee"October 13, 2006
    Chartered
Accountant


F-1





Toro Ventures Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in US dollars)

As At 30 June



June 30, 2006
      ($)
    June 30, 2005
      ($)ASSETSCurrent AssetsCash
    $ 1,212
    $ 17,863Prepaid Expenses
    -
    10,000Investment in Franchise
    22,500
    25,000Accumulated Depreciation
    (2,500)
    -(22,500)
    25,000TOTAL
    ASSETS
    $23,712
    $52,863LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accrued liabilities
    $ 13,579
    $2,425Total Current
      Liabilities
    13,579
    2,425Loan From Shareholder
    7,791
    -Total Liabilities
    21,370
    2,425Stockholders' EquityCapital StockAuthorized:75,000,000 common shares at $0.001 par valueIssued and fully paid5,845,000 common shares at par value (See Note 5)
    5,845
    5,845Additional paid in capital
    54,155
    54,155Deficit, accumulated
      during the exploration stage
    (57,658)
    (9,562)Total Stockholders'
      Equity
    2,342
    50,438TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    $ 23,712
    $52,863Approved on behalf of the Board"Yan Liu", Director and Chief Executive
    OfficerSee Accompanying Notes
F-2
Toro Ventures Inc.
(A Development Stage Company)
Statement of Operations and Deficit
(Expressed in US dollars)
For The Year Ended 30 June 2006 And
The Initial Period From 11 April 2005 to 30 June 2006
Cumulative From Date of Inception on April 11, 2005 to
	June 30, 2006
    For the Year Ended June 30, 2006
    Inception Date of April 11, 2005 to June 30, 2005General and Administrative ExpensesRegulatory and Transfer Agent Fees
    945
    695
    250Management Fees
    9,500
    5,500
    4,000Professional Fees
    29,466
    27,166
    2,300Rent
    15,000
    12,000
    3,000Amortization
    2,500
    2,500
    -Bank Service Charges
    and Interest
    247
    235
    12(57,658)
    48,096
    9,562DEFICIT, Beginning of Year
    0
    9,562
    (9,562)DEFICIT, End of Year
    57,658
    57,658Net Profit (Loss) per Common Share
    
    $ (0.00)
    $ (0.00)Basic weighted average loss per share
    
    (0.0082)Fully diluted weighted average loss per share
    
    (0.0082)Basic and fully diluted weighted average number of
	shares
    
    5,845,000
    5,845,000See Accompanying
Notes
F-3
Toro Ventures Inc.
(A Development Stage Company)
Statement of Cash Flows
(Expressed in US Dollars)
For The Year Ended 30 June 2006 And
The Initial Period From 11 April 2005 to 30 June 2006
Cumulative From Date of Inception on April 11, 2005 to
	June 30, 2006
    For the Year Ended June 30, 2006
    For the Year Ended June 30, 2005Cash Provided by (Used for)Operating ActivitiesNet Profit (Loss) for
      the Period
    (57,658)
    (48,096)
    (9,562)Changes in non-cash working capital itemsAmortization
    2,500
    2,500
    -Prepaid Expenses
    -
    1,000
    (10,000)Accounts Payable and Accrued Liabilities
    13,579
    11,154
    2,425Cash Used for operating
      activities
    (41,579)
    (8,860)
    (17,137)Financing ActivitiesLoan from
	Shareholder
    7,791
    7,791
    -Capital Stock subscribed
    5,570
    -
    5,845Additional paid in Capital
    54,155
    -
    54,155Total Funds from
      financing activities
    67,791
    7,791
    60,000Cash from Investing Activities
	Investment in a Franchise
    (25,000)
    -
    (25,000)Cash Increased (Decreased)during the year
    1,212
    (16,651)
    17,863Cash, Beginning of Period
    0
    17,863
    -Cash, End of Period
    1,212
    1,212
    17,863Supplementary Cash Flow InformationInterest Paid
    
    0
    0Income Tax Paid
    
    0
    0See Accompanying
Notes


F-4

Toro Ventures Inc.

(A Development Stage Company)

Statement of Changes in Shareholders' Equity and

Comprehensive Income

For the Period Ended 30 June 2006 and

The Initial Period from 11 April 2005 to 30 June 2005

(Expressed in US dollars)

Number of Common Shares
    Par Value
    Additional Paid-In-Capital
    Deficit Accumulated
    Total Stockholders Equity (Deficit)Capital Stock Issued for Cash- at $0.001
    
    3,000,000
    3,000
    -
    
    3,000- at $0.01
    
    2,500,000
    2,500
    22,500
    
    25,000- at $0.10
    
    70,000
    70
    6,930
    
    7,000Shares Issued for Investment in Franchise
    
    275,000
    
    25,000
    
    25,000Net Loss for the period from date of inception on April 11, 2005 to June 30,
    2005
    
    
    
    
    (9,562)
    (9,562)Balance June 30, 2005.
    
    5,845,000
    5,570
    54,430
    (9,562)
    50,438Net Loss for the year ended June 30, 2006
    
    
    
    
    (48,096)
    (48,096)Balance June 30, 2006
    
    5,845,000
    5,570
    54,430
    (57,658)
    2,342See Accompanying Notes


F-5

Toro Ventures Inc.

(A Nevada Corporation)

Notes to Financial Statements

Fiscal Year Ended June 30, 2006

(Expressed in U.S. Dollars)

1. INCORPORATION AND OPERATING ACTIVITIES

Toro Ventures Inc. was
incorporated on 11 April 2005, under the laws of the State of Nevada, U.S.A.
Operations, as a development stage company started on that date, i.e., 11 April
2005.

At the period end, the Company has
entered into an agreement which grants the Company exclusive rights and license
in the provinces of Hubei and Beijing, China to own and operate fast food
outlets, and/or sell franchises.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Translation

Monetary assets and liabilities
denominated in foreign currencies are translated into Canadian dollars at the
period end exchange rate, non-monetary assets are translated at historical
exchange rates and all income and expenses are translated at average exchange
rates prevailing during the period. Foreign currency translation adjustments are
included in income.

Loss Per Share

Loss per share has been calculated
based on the weighted average number of shares outstanding.

Fair Value of Financial
Instruments

The respective carrying value of
certain on-balance sheet financial instruments approximate their fair values.
These financial statements include cash, receivables, advances receivable,
cheques issued in excess of cash, accounts payable and property obligations
payable. Unless otherwise noted, it is management's opinion that the Company is
not exposed to significant interest, currency or credit risks arising from these
financial instruments. Unless otherwise noted, fair values were assumed to
approximate carrying values for these financial instruments since they are short
term in nature and their carrying amounts approximate fair values or they are
receivable or payable on demand.

Use of Estimates

The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures 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 materially differ
from these estimates.

Reporting on the costs of
start-up activities

Statement of Position 98-5 (SOP
98-5), "Reporting on the Costs of Start-Up Activities," which provides guidance
on the financial reporting of start-up costs and organizational costs, to be
expensed as incurred. SOP 98-5 is effective for fiscal years beginning after 15
December 1998. With the adoption of SOP 98-5, there has been little or no effect
on the Company's financial statements.

Investment in franchise

The investment in a franchise is
considered as an intangible asset with a finite life of 10 years. In accordance
to FAS-142, the intangible asset has been evaluated for impairment by using
discounted expected cash flows. No impairment of the intangible asset existed
and as a result there is no amortization provided in the current period. The
impairment, if any, will be tested and evaluated at least on an annual
basis for impairment.

The investment in a franchise is
stated at cost less accumulated amortization. Amortization is recorded at the
following rates, based on upon the useful life of the asset:

Future Income Taxes

The company recognizes income
taxes using an asset and liability approach. Future income tax assets and
liabilities are computed annually for differences between the financial
statements and bases using enacted tax laws and rates applicable to the periods
in which the differences are expressed to affect taxable income.

Year end

The Company has adopted 30 June as
its fiscal year end.

3. GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and has generated no revenues. In order to obtain the necessary
capital, the Company is in the process of raising funds from private placement
subscriptions. The Company is dependent upon its ability to secure equity and/or
debt financing and there are no assurances that the Company will be successful,
without sufficient financing it would be unlikely for the Company to continue as
a going concern.

The officers and directors are
involved in other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a policy for the
resolution of such conflicts.

4. INVESTMENT IN FRANCHISE

On 15 May 2005 the company entered
into an agreement with a Canadian company to acquire the right to establish
franchise outlets in parts of the People's Republic of China. The agreement is
for 10 years with an option to renew for an additional 10 years after the
termination of the initial term. The consideration given for the Right is
275,000 common shares. In addition a 5% royalty is to be paid on all outlet
gross sales to the franchisers along with 3% advertising royalty on all outlet
gross sales.

At the period end, management
believes that there is no impairment of value in the investment, because, the
franchise agreement was signed just before the fiscal period end and management
performed a calculation using discounted cash flow analysis, to support the lack
of impairment. Furthermore, the Company is actively seeking a location for the
first franchisee in the Provinces of Hubei or Beijing.

|                                                   | 2006$       | 2005$  
|-------------------------------------------------- | ----------- | -------
|Investment in Franchise
		Accumulated Amortization | 25,0002,500 | 25,000-
|                                                   | 22,500      | 25,000 

5. SHARE CAPITAL

Authorized - 75,000,000 common shares with a par value of $0.001 per share.

Issued - 5,845,000 common shares
at varying subscription prices.



Shares#
      $For Cash
      5,570,000
      35,000For acquisition of Franchise
      275,000
      25,000Balance 30 June 2005 and 2006
      5,845,000
      60,000




Although the shares have not been
certified, the By-Laws of the Company treats all un-certified shares as
certificated.



6. INCOME TAXES

The Company has tax losses of $47,783 which may be applied against future
taxable income.



7. RELATED PARTY TRANSACTIONS

The director of the company has loaned $7,791,
without interest and fixed term of repayment.