UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 - KSB

(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, 2008

[    ]    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)


1100 Dexter Ave. N., Suite 100, Seattle, WA 98109

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

(Address of principal executive office)

206-273-7850

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

(Issuer's telephone number)

2820 Elliot Ave., Suite 106, Seattle, WA, 98121

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

(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 [    ]
    No [  x ] 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
September 25 is
$3,910,938.

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

As of
September 25, there are 6,128,750common
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, 2008

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
Act

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 TORO VENTURES INC., A NEVADA INCORPORATION
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. is in the acquisition
and exploration of oil and gas properties. Toro Ventures Inc. was incorporated
in the state of Nevada on April 11, 2005. Our principal office is located at1100 Dexter Ave. N., Suite 100, Seattle, WA 98109.
Our telephone number is (206) 273-7850.

Business

Our business strategy is to acquire interest in the
properties of, and working interests in the production owned by, established oil
and gas production companies, whether public or private, in the United States
oil producing areas. We believe such opportunities exist in the United States.
We also believe that these opportunities have considerable future potential for
the development of additional oil reserves. Such new reserves might come from
the development of existing but as yet undeveloped reserves as well as from
future success in exploration.

When and if funding becomes available, we plan to
acquire high-quality oil and gas properties, primarily properties which have
"proven producing and proven undeveloped reserves." We will also explore
low-risk development drilling and work-over opportunities with experienced,
well-established operators.

Competition

Toro Ventures Inc. operates in a highly competitive
environment. We compete with major and independent oil and natural gas
companies, many of whom have financial and other resources substantially in
excess of those available to us. These competitors may be better positioned to
take advantage of industry opportunities and to withstand changes affecting the
industry, such as fluctuations in oil and natural gas prices and production, the
availability of alternative energy sources and the application of government
regulation.

Compliance with Government Regulation



The availability of a market for future oil and gas
production from possible U.S. assets will depend upon numerous factors beyond
our control. These factors may include, amongst others, regulation of oil and
natural gas production, regulations governing environmental quality and
pollution control, and the effects of regulation on the amount of oil and
natural gas available for sale, the availability of adequate pipeline and other
transportation and processing facilities and the marketing of competitive fuels.
These regulations generally are intended to prevent waste of oil and natural gas
and control contamination of the environment.



We expect that our sales of crude oil and other hydrocarbon
liquids from our future U.S.-based production will not be regulated and will be
made at market prices. However, the price we would receive from the sale of
these products may be affected by the cost of transporting the products to
market via pipeline and marine transport.



Environmental Regulations



Our U.S. assets could be subject to numerous laws and regulations
governing the discharge of materials into the environment or otherwise relating
to environmental protection. These laws and regulations may require the
acquisition of a permit before drilling commences, restrict the types,
quantities and concentration of various substances that can be released into the
environment in connection with drilling and production activities, limit or
prohibit drilling activities on certain lands within wilderness, wetlands and
other protected areas, require remedial measures to mitigate pollution from
former operations, such as pit closure and plugging abandoned wells, and impose
substantial liabilities for pollution resulting from production and drilling
operations. Public interest in the protection of the environment has increased
dramatically in recent years. The worldwide trend of more expansive and stricter
environmental legislation and regulations applied to the oil and natural gas
industry could continue, resulting in increased costs of doing business and
consequently affecting profitability. To the extent laws are enacted or other
governmental action is taken that restricts drilling or imposes more stringent
and costly waste handling, disposal and cleanup requirements, our business and
prospects could be adversely affected.



Operating Hazards and Insurance



The oil and natural gas business involves a variety of operating
hazards and risks such as well blowouts, craterings, pipe failures, casing
collapse, explosions, uncontrollable flows of oil, natural gas or well fluids,
fires, formations with abnormal pressures, pipeline ruptures or spills,
pollution, releases of toxic gas and other environmental hazards and risks.
These hazards and risks could result in substantial losses to us from, among
other things, injury or loss of life, severe damage to or destruction of
property, natural resources and equipment, pollution or other environmental
damage, clean-up responsibilities, regulatory investigation and penalties and
suspension of operations.



In accordance with customary industry practices, we expect to
maintain insurance against some, but not all, of such risks and losses. There
can be no assurance that any insurance we obtain would be adequate to cover any
losses or liabilities. We cannot predict the continued availability of insurance
or the availability of insurance at premium levels that justify its purchase.
The occurrence of a significant event not fully insured or indemnified against
could materially and adversely affect our financial condition and operations.



Pollution and environmental risks generally are not fully
insurable. The occurrence of an event not fully covered by insurance could have
a material adverse effect on our future financial condition. If we were unable
to obtain adequate insurance, we could be forced to participate in all of our
activities on a non-operated basis, which would limit our ability to control the
risks associated with oil and natural gas operations.



Employees



We
currently do not have any other employees other than the Toro's sole officer and
director.



4

Item 2:    Description of Property

Corporate Office

The Company's headquarters and
executive offices are located at 1100 Dexter Ave. N., Suite 100, Seattle,
Washington. Our telephone number is (206) 273-7850. Our office space is
currently rented on a month to month basis.

Oil and Gas Interests

By a letter of intent dated March 26, 2008, the Company acquired a 15%
working interest in the Quinlan #3 Oil and Gas lease in Pottowatomie County,
Oklahoma in consideration for the payments totaling $67,500. The funding for
this acquisition was derived from a private placement of 33,750 shares of our
common stock.

By a turnkey
agreement effectively dated March 29, 2008, the Company acquired a 60% working
interest in an oil and gas leases known as the Crown Oil and Gas Lease in
Pottowatomie County, Oklahoma for $250,000. The funding for this
acquisition was derived from a private placement of 250,000 shares of our common
stock.



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, 2008.



PART II

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

Market for the Common Stock

Our common stock is traded on the OTC Bulletin Board and is
quoted under the symbol "TORO.OB." The following quotations were obtained from
Yahoo Finance and reflect interdealer prices, without retail markup, markdown,
or commission, and may not represent actual transactions. There have been no
reported transactions in our stock for certain of the trading days during the
periods reported below. The following table sets forth the high and low bid
prices for our common stock on the OTC Bulletin Board for the periods indicated
(as adjusted for stock splits):







Period
      Bid PricesHigh
      LowQuarter Ending June 30, 2008
      $2.35
      $1.56Quarter Ending March 31, 2008
      $2.40
      1.50




As of June 30, 2008, there were approximately 14 stockholders of record of
the Company's Common Stock.

Dividends



Our dividend policy for holders of common stock is to retain
earnings to support the expansion of operations through organic growth or by
strategic acquisitions. We have not previously paid any cash dividends, and we
do not intend to pay cash dividends in the near future. Any future cash
dividends will depend on our future earnings, capital requirements, financial
condition and other factors deemed relevant by the Board of Directors.



Recent Issuances of Unregistered Securities



From February through March 2008 pursuant to a $500,000 equity private
placement, the Company issued a total of 250,000 shares to a group of accredited
investors of restricted Common Stock at an average value of $2.00 per share. The
funds raised were used to acquire Toro's 60% interest of the Crown Oil & Gas
Lease in Pottowatomie County, Oklahoma. The Company is relying on exemption from
registration pursuant to Regulation S of the Securities Act of 1933.

In May 2008 pursuant to a $67,500 equity private placement, the Company
issued a total of 33,750 shares to a group of accredited investors of restricted
Common Stock at an average value of $2.00 per share. The funds raised were used
to acquire Toro's 15% interest of the Quinlan #3 Oil & Gas Lease
in Pottowatomie
County, Oklahoma. The Company is relying on exemption from registration
pursuant to Regulation S of the Securities Act of 1933.

The common stock issued by the Company was not registered under the
Securities Act of 1933, and cannot be resold or distributed absent registration
unless an exemption from the registration requirement is applicable, such as
Rule 144. Under Rule 144, the restricted stock may be sold in the public market
if the requirements of the Rule are satisfied.



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

We intend to continue to acquire high quality oil and gas
properties, primarily "proved producing and proved undeveloped reserves" in the
United States. We see significant opportunities in acquiring properties with
proven producing reserves and undeveloped acreage in fields that have a long
history of production. We will also explore low-risk development drilling and
work-over opportunities with experienced, strong operators. We will attempt to
finance oil and gas operations through a combination of privately placed debt
and/or equity. There can be no assurance that we will be successful in finding
financing, or even if financing is found, that we will be successful in
acquiring oil and/or gas assets that result in profitable operations.

We are continuing our efforts to identify and assess investment
opportunities in oil and natural gas properties, utilizing free labor of its
directors and stockholders until such time as funding is sourced from the
capital markets. It is anticipated that we will require funding over the next
twelve months to continue our operation. Attempts are ongoing to raise funds
through private placements and said attempts will continue throughout 2008.



Our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continuing geological
exploration and acquisition programs and continued professional fees that will
be incurred.



Results of Operations

Revenues

We did not earn any revenues during the fiscal period end June 30, 2008, nor
has the Company earned any revenues since its inception date of April 11, 2005.

General & Administrative Expenses

General and administrative expenses totaled $189,551 for the fiscal period
ended June 30, 2008, compared to general and administrative expenses of $23,754
for the fiscal period ended June 30, 2007. General and administrative expenses incurred during
the fiscal period ended June 30, 2008 is largely attributed to professional fees
incurred in identifying and assessing potential oil and natural gas properties.

We experienced a net loss of $189,551 for the fiscal period ended June 30,
2008, compared to a net loss of $23,754 for the fiscal period ended June 30,
2007.

Liquidity and Capital Resources

As of June 30, 2008, the Company had cash of $21,809. 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
Fazaari + Partners, Chartered Accountants, LLP for the fiscal period ended June
30, 2008 and for the fiscal year ended
2007. There have been no changes in or disagreements with Fazzari + Partners,
Chartered Accountants, LLP 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 HeldFrederick Graham Jr.
    53
    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

Mr. Graham has a strong track record of guiding
startup companies through angel financing to mezzanine levels. He has over 25
years of experience working in a management role in early stage companies. Some
of his experiences include co-founding and leading a junior Paper Recycling
Company in downtown Chicago to be a supplier for Waste Management, Inc and
negotiated a 55-ton per day contract with Bergstrom papers. Mr. Graham also
successfully led a turnaround of a $50 million Washington Real Estate group out
of Chapter 11 securing investment through Hong Kong.

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,
2008, Form 3 reports were not timely filed by Mr. Yan Liu, a 10% beneficial
owner.

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)              
|Frederick Graham Jr.                         
|President, Treasurer, Secretary, and Director
|                                             
|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 certain information known to us with respect to
  the beneficial ownership of our Common Stock as of June 30, 2008, by (1) all
  persons who are beneficial owners of 5% or more of our voting securities, (2)
  each director, (3) each executive officer, and (4) all directors and executive
  officers as a group. The information regarding beneficial ownership of our
  common stock has been presented in accordance with the rules of the Securities
  and Exchange Commission. Under these rules, a person may be deemed to
  beneficially own any shares of capital stock as to which such person, directly
  or indirectly, has or shares voting power or investment power, and to
  beneficially own any shares of our capital stock as to which such person has
  the right to acquire voting or investment power within 60 days through the
  exercise of any stock option or other right. The percentage of beneficial
  ownership as to any person as of a particular date is calculated by dividing
  (a) (i) the number of shares beneficially owned by such person plus (ii) the
  number of shares as to which such person has the right to acquire voting or
  investment power within 60 days by (b) the total number of shares outstanding
  as of such date, plus any shares that such person has the right to acquire
  from us within 60 days. Including those shares in the tables does not,
  however, constitute an admission that the named stockholder is a direct or
  indirect beneficial owner of those shares. Unless otherwise indicated, each
  person or entity named in the table has sole voting power and investment power
  (or shares that power with that person's spouse) with respect to all shares of
  capital stock listed as owned by that person or entity.





Except as otherwise indicated, all Shares are owned directly and the
  percentage shown is based on 6,128,750
  Shares of Common Stock issued and outstanding as of June 30, 2008. Addresses
  for all of the individuals listed in the table below are c/o Toro Ventures,
  Inc., 1100 Dexter Ave. N., Suite 100, Seattle, WA, 98109..




Name of Beneficial Owner
    Title of Class
    Direct Amount of Beneficial Owner
    Percent of ClassYan Liu
    Common Stock
    3,000,000
    48.9%


As of June 30, 2008, none of our directors or named executive
officers owned any shares of our common stock.

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, the Company's former president and
a former member of the board of directors, 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 reference 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:

2007 - $10,250       Fazzari + Partners, Chartered Accountants

2006 - $8,500       Fazzari + Partners, Chartered Accountants

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:

2007 - $0               Fazzari + Partners, Chartered Accountants

2006 - $0               Fazzari + Partners, Chartered Accountants

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:

2007 - $0                 Fazzari + Partners, Chartered Accountants

2006 - $0                 Fazzari + Partners, Chartered Accountants

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:

2007 - $0                  Fazzari + Partners, Chartered Accountants.

2006 - $0                  Fazzari + Partners, Chartered Accountants









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 this 26th day of
September, 2008

Toro Ventures Inc.

(Registrant)

By: /s/ Frederick Graham Jr.

Frederick Graham Jr.

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/ Frederick Graham Jr.
    President, CEO,CFO, Secretary, Treasurer and Director
    September 26, 2008Frederick Graham Jr.












13



INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

Balance Sheet for the years ended June 30, 2008 and
2007                                           
F-2

Statement of Operations for the years ended June 30, 2008 and
2007                           
F-3

Statement of Cash Flows for the years ended June 30, 2008 and
2007                           
F-4

Statement of Shareholder's
Equity                                                                                   
F-5

Notes to Financial
Statement                                                                                           
F-6





Report of Independent Registered Public Accounting Firm



September 26, 2008

Report of Independent Registered Public Accounting Firm

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



We have audited the accompanying balance sheet of Toro
Ventures Inc. as at June 30, 2008 and the statements of stockholders'
equity, operations and cash flows for the year then ended. 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 audit.



We conducted our audit 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principals used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at June 30, 2008 and the results of its operations and cash flows for the
year then ended, in conformity with the accounting principals generally accepted
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 incurred losses from operations since
inception, has not attained profitable operations and is dependent upon
obtaining adequate financing to fund its operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plan in regards to this matter is also discussed in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

The comparative figures were reported on by another accounting firm.

FAZZARI + PARTNERS LLP

Charted Accountants

Licensed Public Accountants







TORO VENTURES INC.

FINANCIAL STATEMENTS

FOR THE FISCAL PERIOD ENDED JUNE 30, 2008

F-1





Toro Ventures Inc.

(A Development Stage Company)

Balance Sheets

(Expressed in US dollars)

June 30, 2008
      ($)
    June 30, 2007
      ($)ASSETSCurrent AssetsCash
    21,809
    958Subscription Due
    50,000
    -Investment in Franchise
    25,000
    25,000Accumulated Depreciation
    (7,500)
    (5,000)17,500
    20,000Interest in Oil and Gas Properties (Note 4)
    317,500
    -TOTAL
    ASSETS
    406,809
    20,958LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accrued liabilities
    14,880
    17,079Total Current
      Liabilities
    14,880
    17,079Loan From Shareholder
    35,391
    25,291Total Liabilities
    50,271
    42,370Stockholders' EquityCapital StockAuthorized:75,000,000 common shares at $0.001 par valueIssued and fully paid6,128,750 common shares at par value (See Note 6)
    6,129
    5,845(2007: 5,845,000 common shares at par value of $0.001 per
    share)Additional paid in capital
    621,371
    54,155Deficit, accumulated
      during the exploration stage
    (270,963)
    (31,412)Total Stockholders'
      Equity
    356,541
    (21,412)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    406,809
    20,958Approved on behalf of the Board"Frederick Graham", 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)
Cumulative From Date of Inception on April 11, 2005 to June
    30, 2008
    For the Year Ended June 30, 2008
    For the Year Ended June 30, 2007General and Administrative ExpensesRegulatory and Transfer Agent Fees
    1,730
    185
    600Management Fees
    29,200
    19,700
    -Professional Fees
    187,897
    149,931
    8,500Rent
    43,899
    16,899
    12,000Amortization
    7,500
    2,500
    2,500Bank Service Charges
    and Interest
    737
    337
    154270,963
    189,551
    23,754Net Loss for the Period
    (270,963)
    (189,551)
    (23,754)Net Profit (Loss) per Common Share
    
    $(0.00)
    $ (0.00)Basic weighted average loss per share
    
    $(0.00)
    $(0.00)Fully diluted weighted average loss per share
    
    $(0.00)
    $(0.00)Basic and fully diluted weighted average number of
	shares
    
    6,128,750
    5,845,000See Accompanying
Notes
F-3
Toro Ventures Inc.
(A Development Stage Company)
Statement of Cash Flows
(Expressed in US Dollars)
Cumulative From Date of Inception on April 11, 2005 to June
    30, 2008
    For the Year Ended June 30, 2008
    For the Year Ended June 30, 2007Cash Provided by (Used for)Operating ActivitiesNet  Loss for
      the Period
    (270,963)
    (189,551)
    (23,754)Changes in non-cash working capital itemsAmortization
    7,500
    2,500
    2,500Increase in Subscription Receivable
    (50,000)
    (50,000)
    -Accounts Payable and Accrued Liabilities
    14,880
    (2,198)
    3,500Cash Used for operating
      activities
    (298,582)
    (239,249)
    (17,754)Cash Used in Investing ActivitiesInvestment in Franchise
    (25,000)
    -
    -Investment in Oil and Gas Properties
    (317,500)
    (317,500)
    -Cash used in investing activities
    (342,500)
    (317,500)
    -Cash from Financing ActivitiesIssuance of Capital Stock
    6,129
    284
    17,500Additional paid in Capital
    621,371
    567,216
    -Loan from Shareholder
    35,391
    10,100
    -Total Funds from
      financing activities
    662,891
    577,600
    17,500Cash Increased (Decreased)during the year
    21,809
    20,851
    (254)Cash, Beginning of Period
    -
    958
    1,212Cash, End of Period
    21,809
    21,809
    958Supplementary Cash Flow InformationInterest Paid
    -
    -
    -Income Tax Paid
    -
    -
    -See Accompanying
Notes


F-4

Toro Ventures Inc.

(A Development Stage Company)

Statement of Changes in Shareholders' Equity and

Comprehensive Income

(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
    275
    24,725
    
    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
    5,845
    54,155
    (9,562)
    50,438Net Loss for the year ended June 30, 2006
    
    
    
    
    (48,096)
    (48,096)Balance June 30, 2006
    
    5,845,000
    5,845
    54,155
    (57,658)
    2,342Net Loss for the year ended June 30, 2007
    
    
    
    
    (23,754)
    (23,754)Balance June 30, 2007
    
    5,845,000
    5,845
    54,155
    (81,412)
    (21,412)Capital Stock Issued for Cash- at $2.00
    
    283,750
    284
    567,216Net Loss for the period June 30, 2008
    
    
    
    
    (189,551)
    (189,551)Balance June 30, 2008
    
    6,128,750
    6,129
    621,371
    (270,963)
    356,537See Accompanying Notes


F-5





Toro Ventures Inc.

(A Nevada Corporation)

Notes to Financial Statements

Fiscal Year Ended June 30, 2008

(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.

The Company is in the

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are
translated into USA 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, investment in franchise, oil and gas properties, accounts payable and
accrued liabilities and a loan from shareholder. 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)

Investment in franchise

The investment in a franchise is considered as an intangible asset with a
finite life of ten 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
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 on straight-line basis over the period of
benefit which is considered to be the asset's finite life of ten years.

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 and Comparative Figures

The Company has adopted June 30 as its fiscal year end. The unaudited
financial statements should read in conjunction with the Company's audited
financial statements for the year ended June 30, 2008

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 sole officer and director is 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. INTEREST IN OIL AND GAS PROPERTIES

a) By a letter of intent dated March 26, 2008, the Company acquired a 15%
working interest in the Quinlan #3 Oil and Gas lease in Pottowatomie County,
Oklahoma in consideration for the payments totaling $67,500.

b) By a turnkey agreement effectively dated March 29, 2008, the Company
acquired a 60% working interest in an oil and gas lease known as the Crown Oil
and Gas Lease in Pottowatomie County, Oklahoma for $250,000.

5. INVESTMENT IN FRANCHISE

On May 15, 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 franchisors 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.

|                         | June 30, 2008 | June 30, 2007
|------------------------ | ------------- | -------------
|Investment In Franchise  | 25,000        | 25,000       
|Accumulated Amortization | 7,500         | 5,000        
|                         | 17,500        | 20,000       

6. CAPITAL STOCK

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

Issued - 6,128,750 common shares at varying subscription prices.

|                             | SHARES   
|---------------------------- | ---------
|                             | #        
|For cash                     | 5,853,750
|For acquisition of franchise | 275,000  
|Balance, as of June 30, 2008 | 6,128,750

Although the shares have not been certificated, the By-Laws of the Company
treat all uncertificated shares as certificated.

7. INCOME TAXES

The Company has tax losses of $279,963 which may be applied against future
taxable income. The Company has not recorded a corresponding future tax asset.

8. LOAN FROM SHAREHOLDER AND RELATED PARTY TRANSACTIONS

A shareholder has loaned the company $35,391, without interest and fixed term
of repayment. The loan is unsecured.