UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Amendment No. 1 to




Form 10 - KSB




(Mark One)




xANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the Fiscal Period year ended June 30th, 2009




oTRANSITION 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




Baying Ecological Holding Group Inc.

formerly known as

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)




850 Stephenson Highway, Suite 310


Troy, Michigan 48083


(Address of principal executive office)




310-887-6391


(Issuer's telephone number)




Toro Ventures Inc.


22837 Pacific Coast Highway, Suite 632


Malibu, California 90265


(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 o
 
 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 o
 
 Indicate by check mark whether the company is a shell company (as defined in Rule12b-2 of the Exchange Act)Yes o   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 June 10, 2013 is $128,760.




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




As of June 10, 2013 there are 16,095,000 common shares outstanding.




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












Table of Contents




PART I


4Item 1.
Description of Business


4Item 1A.
Risk Factors


5Item 2.
Description of Property


11Item 3.
Legal Proceedings


13Item 4.
Submission of Matters to a Vote of Security Holders


13PART II


14Item 5.
Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities


14Item 6.
Management's Discussion and Analysis or Plan of Operation


15Item 7.
Financial Statements


19Item 8.
Changes In Disagreements With Accountants on Accounting and Financial Disclosure


28Item 8A.
Controls and Procedures


28Item 8B.
Other Information


29Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act


29Item 10.
Executive Compensation


31Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


32Item 12.
Certain Relationships and Related Transactions


33Item 13.
Exhibits


33Item 14.
Principal Accountant Fees and Services


33SIGNATURES


34





2




On February 12, 2014, Toro Ventures Inc., now known as Baying Ecological Holding Group Inc., a Nevada corporation (the "Company") received a comment letter from the Securities and Exchange Commission regarding its filing of Form 10-K for fiscal year ended June 30, 2013 (the "SEC Comment Letter"). The SEC Comment Letter noted that the Company previously filed eighteen periodic reports on June 18, 2013 covering our fiscal years 2009 through 2013 (collectively, the "SEC Reports"). The SEC Reports were filed by prior management and reflected that the Company believed it was an "inactive entity" as defined in Rule 3-11 of Regulation S-X and therefore did not need to provide audited or reviewed financial statements with its filings. The Company had not engaged an independent accountant to audit or review its financials.




Therefore, the new Board of Directors of the Company engaged Terry L. Johnson, CPA ("Johnson") as its principal independent registered public accounting firm effective March 24, 2014. The decision to appoint Johnson as the Company's principal independent registered public accounting firm was approved by the Company’s Board of Directors. The Company is re-filing the SEC Reports with audited and/or reviewed financial statements, respectively, including this Annual Report on Form 10-K for fiscal year ended June 30, 2009.




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 at Suite 632, 22837 Pacific Coast Highway, Malibu, California, 90265. Our telephone number is 310-887-6391




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.





4





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.




Item 1A. Risk Factors




We are in the oil business and we expect to incur operating losses for the foreseeable future.




We were incorporated on April 11, 2005 and to date have recently been involved in the organizational activities, and acquisition of our claims. We have no way to evaluate the likelihood that our business will be successful. We have earned minimal revenues as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of the properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without greatly increasing our revenues. We expect to incur significant losses into the foreseeable future. We recognize that if production is not forthcoming, we will not be able to continue business operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate significant revenues to achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.




5




We have yet to earn significant revenue to achieve profitability and our ability to sustain our operations is dependent on our ability to raise additional financing to complete our program if warranted. As a result, our accountant believes there is substantial doubt about our ability to continue as a going concern.




We have accrued accumulated net losses of $690,287 for the period from inception (April 11, 2005) to June 30, 2009 and have revenues of $Nil to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our business. These factors raise substantial doubt that we will be able to continue as a going concern. Our independent auditors, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our auditor's comments when determining if an investment in our company is suitable.




Because of the unique difficulties and uncertainties inherent in oil and gas ventures, we face a high risk of business failure.




You should be aware of the difficulties normally encountered by exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of the properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. If the results of our development program do not reveal viable commercialization options, we may decide to abandon our claim and acquire new claims. Our ability to acquire additional claims will be dependent upon our possessing adequate capital resources when needed. If no funding is available, we may be forced to abandon our operations.




Because of the inherent dangers involved in oil and gas operations, there is a risk that we may incur liability or damages as we conduct our business.




The extracting of oil and gas involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned program and/or obtain additional financing to fund our program.




As we undertake development of our properties, we will be subject to compliance with government regulation that may increase the anticipated cost of our program.




There are several governmental regulations that materially restrict oil extraction. We will be subject to regulations and laws as we carry out our program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the area in order to comply with these laws. The cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements can include:




(a)
Water discharge will have to meet drinking water standards;(b)
Dust generation will have to be minimal or otherwise re-mediated;(c)
Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;(d)
An assessment of all material to be left on the surface will need to be environmentally benign;(e)
Ground water will have to be monitored for any potential contaminants;(f)
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and




6





There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.




If access to our properties is restricted by inclement weather, we may be delayed in any future drilling efforts.




It is possible that adverse weather could cause accessibility to our properties difficult and this would delay in our timetables.




Based on consumer demand, the growth and demand for any oil or gas we may recover from our claims may be slowed, resulting in reduced revenues to the company.




Our success will be dependent on the growth of demand for petroleum products. If consumer demand slows our revenues may be significantly affected. This could limit our ability to generate revenues and our financial condition and operating results may be harmed.




Because our current officers and directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.




Our current officers and directors currently devotes up to 10 hours per week providing services to the company. While they presently possesses adequate time to attend to our interest, it is possible that the demands on them from other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.




WE MAY BE UNABLE TO OBTAIN ADDITIONAL  CAPITAL THAT WE MAY REQUIRE TO IMPLEMENT OUR BUSINESS PLAN. THIS WOULD RESTRICT OUR ABILITY TO GROW.




The proceeds from our private offerings completed in 2007 and funds borrowed since this private offering, provide us with a limited amount of working capital and is not sufficient to fund our proposed operations.  We will require additional capital to continue to operate our business and our proposed operations.  We may be unable to obtain additional capital as and when required.




Future acquisitions and future development, production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.




We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations going forward without obtaining additional capital financing.




Any additional capital raised through the sale of equity may dilute your ownership percentage.  This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity.  The terms of securities we issue in future capital transactions  may be more  favorable  to our  new  investors,  and may  include preferences,  superior  voting  rights and the  issuance  of  warrants  or other derivative  securities,  and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.




7









AMENDMENTS TO CURRENT LAWS AND REGULATIONS GOVERNING OUR PROPOSED OPERATIONS COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR PROPOSED BUSINESS.




Our business will be subject to substantial regulation under state and federal laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of oil and other matters. Amendments to current laws and regulations governing operations and activities of resource operations could have a material adverse impact on our proposed business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the resource industry generally, will not be changed in a manner which may adversely affect us and cause delays, inability to complete or abandonment of properties.




Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of mining and extraction. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted to us or, if granted, will not be cancelled or will be renewed upon expiration.




ESTIMATES OF OIL RESERVES THAT WE MAKE MAY BE INACCURATE WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON US




There are numerous uncertainties inherent in estimating quantities of oil resources, including many factors beyond our control, and no assurance can be given that expected levels of resources or recovery of oil will be realized. In general, estimates of recoverable oil resources are based upon a number of factors and assumptions made as of the date on which resource estimates are determined, such as geological and engineering estimates which have inherent uncertainties and the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain and classifications of resources are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the recoverable oil, the classification of such resources based on risk of recovery, prepared by different engineers or by the same engineers at different times, may vary substantially.




ABANDONMENT AND RECLAMATION COSTS ARE UNKNOWN AND MAY BE SUBSTANTIAL.




We will be responsible for compliance with terms and conditions of environmental and regulatory approvals and all laws and regulations regarding the abandonment of our properties and reclamation of lands at the end of their economic life, which abandonment and reclamation costs may be substantial. A breach of such legislation and/or regulations may result in the issuance of remedial orders, the suspension of approvals, or the imposition of fines and penalties, including an order for cessation of operations at the site until satisfactory remedies are made. It is not possible to estimate with certainty the abandonment and reclamation costs since they will be a function of regulatory requirements at the time.




8





INCREASES IN OUR OPERATING EXPENSES WILL IMPACT OUR OPERATING RESULTS AND FINANCIAL CONDITION.




Extraction, development, production, marketing (including distribution costs) and regulatory compliance costs (including taxes) will substantially impact the net revenues we derive from oil that we produce. These costs are subject to fluctuations and variation in different locales in which we will operate, and we may not be able to predict or control these costs. If these costs exceed our expectations, this may adversely affect our results of operations. In addition, we may not be able to earn net revenue at our predicted levels, which may impact our ability to satisfy our obligations.




PENALTIES WE MAY INCUR COULD IMPAIR OUR BUSINESS.




Failure to comply with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect the value of our assets. We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.




ENVIRONMENTAL RISKS MAY ADVERSELY AFFECT OUR BUSINESS.




Oil extraction operations present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, state, and local laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with resource operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.




The discharge of pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharges. The application of environmental laws to our business may cause us to curtail our production or increase the costs of our production, development or exploration activities.




CHALLENGES TO TITLE TO OUR PROPERTIES MAY IMPACT OUR FINANCIAL CONDITION.




Title to oil interests is often not capable of conclusive determination without incurring substantial expense. While we intend to make appropriate inquiries into the title of properties and other development rights we acquire, title defects may exist. In addition, we may be unable to obtain adequate insurance for title defects, on a commercially reasonable basis or at all. If title defects do exist, it is possible that we may lose all or a portion of our right, title and interests in and to the properties to which the title defects relate.




THE LIMITED TRADING OF OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY IMPAIR YOUR ABILITY TO SELL YOUR SHARES.




There have been thin volumes of trading of our common stock. The lack of trading of our common stock and the low volume of any future trading may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. Such factors may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using common stock as consideration.




9





THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.




Assuming we are able to establish an active trading market for our common stock, the market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:




*
dilution caused by our issuance of additional shares of common stock and other forms of equitysecurities, which we expect to make in connection with future capital financings to fund our operationsand growth, to attract and retain valuable personnel and in connection with future strategic partnershipswith other companies;




*
announcements of acquisitions, reserve discoveries or other business initiatives by our competitors;




*
fluctuations in revenue from our business as new reserves come to market;




*
changes in the market for commodities or in the capital markets generally;




*
quarterly variations in our revenues and operating expenses;




*
changes in the valuation of similarly situated companies, both in our industry and in other industries;




*
changes in analysts' estimates affecting us, our competitors or our industry;




*
changes in the accounting methods used in or otherwise affecting our industry;




*
additions and departures of key personnel;




*
fluctuations in interest rates and the availability of capital in the capital markets; and




These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and our results of operations and financial condition.




OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.




Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, the price of oil and gas in the commodities markets and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.




10





WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.




We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common stock.




APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" WILL LIMIT THETRADING AND LIQUIDITY OF OUR COMMON STOCK, WHICH MAY AFFECT THE TRADING PRICE OF OUR COMMON STOCK.




Our common stock is presently considered to be a "penny stock" and is subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and 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). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer 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 level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such securities.




FORWARD-LOOKING STATEMENTS




This Form 10-K contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.  Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.




Item 2. Description of Property




Corporate Office





The Company's headquarters and executive offices are located at Suite 632, 22837 Pacific Coast Highway, Malibu, California, 90265. Our telephone number is 310-887-6391. 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.




11





Bankruptcy or similar procedure




We have not been the subject of a bankruptcy, receivership or similar proceedings.




Competition and Markets




We face competition from other oil and natural gas companies in all aspects of our business, including acquisition of producing properties and oil and natural gas leases, marketing of oil and natural gas, and obtaining goods, services and labor. Many of our competitors have substantially larger financial and other resources than we have. Factors that affect our ability to acquire producing properties include available funds, available information about prospective properties and our limited number of employees.




The availability of a ready market for and the price of any hydrocarbons produced will depend on many factors beyond our control including, but not limited to, the amount of domestic production and imports of foreign oil and liquefied natural gas, the marketing of competitive fuels, the proximity and capacity of natural gas pipelines, the availability of transportation and other market facilities, the demand for hydrocarbons, the effect of federal and state regulation of allowable rates of production, taxation, the conduct of drilling operations and federal regulation of natural gas.  All of these factors, together with economic factors in the marketing arena, generally affect the supply of and/or demand for oil and natural gas and thus the prices available for sales of oil and natural gas.





Regulatory Considerations




Proposals and proceedings that might affect the oil and gas industry are periodically presented to Congress, the Federal Energy Regulatory Commission (“FERC”), the Minerals Management Service (“MMS”), state legislatures and commissions and the courts. We cannot predict when or whether any such proposals may become effective. This industry is heavily regulated. There is no assurance that the regulatory approach currently pursued by various agencies will continue indefinitely. Notwithstanding the foregoing, except for the water quality issue described below, we currently do not anticipate that compliance with existing federal, state and local laws, rules and regulations, will have a material or significantly adverse effect upon our capital expenditures, earnings or competitive position. No material portion of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the federal government.




Our operations are subject to various types of regulation at the federal, state and local levels. This regulation includes requiring permits for drilling wells, maintaining bonding requirements in order to drill or operate wells and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the plugging and abandoning of wells and the disposal of fluids used or generated in connection with operations. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units and the density of wells which may be drilled and the unitization or pooling of oil and natural gas properties. In addition, state conservation laws sometimes establish maximum rates of production from oil and natural gas wells, generally prohibit the venting or flaring of natural gas and impose certain requirements regarding the ratability of production. The effect of these regulations may limit the amount of oil and natural gas we can produce from our wells in a given state and may limit the number of wells or the locations at which we can drill.




Currently, there are no federal, state or local laws that regulate the price for our sales of natural gas, natural gas liquids, crude oil or condensate. However, the rates charged and terms and conditions for the movement of gas in interstate commerce through certain intrastate pipelines and production area hubs are subject to regulation under the Natural Gas Policy Act of 1978, as amended. Pipeline and hub construction activities are, to a limited extent, also subject to regulations under the Natural Gas Act of 1938, as amended. While these controls do not apply directly to us, their effect on natural gas markets can be significant in terms of competition and cost of transportation services, which in turn can have a substantial impact on our profitability and costs of doing business. Additional proposals and proceedings that might affect the natural gas and crude oil extraction industry are considered from time to time by Congress, FERC, state regulatory bodies and the courts. We cannot predict when or if any such proposals might become effective and their effect, if any, on our operations. We do not believe that we will be affected by any action taken in any materially different respect from other crude oil and natural gas producers, gatherers and marketers with whom we compete.




12





State regulation of gathering facilities generally includes various safety, environmental and in some circumstances, nondiscriminatory take requirements. This regulation has not generally been applied against producers and gatherers of natural gas to the same extent as processors, although natural gas gathering may receive greater regulatory scrutiny in the future.




Various federal, state and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, directly impact oil and natural gas exploration, development and production operations, and consequently may impact our operations and costs. These regulations include, among others, (i) regulations by the Environmental Protection Agency (“EPA”), and various state agencies regarding approved methods of disposal for certain hazardous and non-hazardous wastes; (ii) the Comprehensive Environmental Response, Compensation and Liability Act, and analogous state laws, which regulate the removal or remediation of previously disposed wastes (including wastes disposed of or released by prior owners or operators), property contamination (including groundwater contamination), and remedial plugging operations to prevent future contamination; (iii) the Clean Air Act and comparable state and local requirements, which may require certain pollution controls with respect to air emissions from our operations; (iv) the Oil Pollution Act of 1990, which contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States; (v) the Resource Conservation and Recovery Act, which is the principal federal statute governing the treatment, storage and disposal of hazardous wastes.




To date, compliance with environmental laws and regulations has not required the expenditure of any material amount of money. Since environmental laws and regulations are periodically amended, we are unable to predict the ultimate cost of compliance. To our knowledge, other than the potential water quality issue described above, there are currently no material adverse environmental conditions that exist on any of our properties and there are no current or threatened actions or claims by any local, state or federal agency, or by any private landowner against us pertaining to such a condition. Further, we are not aware of any currently existing condition or circumstance that may give rise to such actions or claims in the future.




Employees




The Company has no full time employees and one part time employee.




Research and Development Expenditures




We have not incurred any research or development expenditures since our incorporation.




Patents and Trademarks




We do not own, either legally or beneficially, any patents or trademarks.




Reports to Securities Holders





We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.





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 year ended June 30, 2009.




13





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."





No Public Market for Common Stock




As of the date of this report we have approximately 90 shareholders of record. We have paid no cash dividends and have no outstanding options. We have no securities authorized for issuance under equity compensation plans.





The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally 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 quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.





These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.




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.





14





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. Of these shares 33,750 were cancelled and the Subscription Receivable of $50,000 was not received.




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.




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




Forward-Looking Statements




This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.




Our unaudited financial statements prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors" of this quarterly report.




In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common shares" refer to the common shares in our capital stock.




As used in this quarterly report, the terms "we", "us", "our" and "Toro" mean Toro Ventures Inc., unless otherwise indicated.




General Overview




We were incorporated pursuant to the laws of the State of Nevada on April 11, 2005 under the name Toro Ventures Inc. We were initially in the fast food services industry.




15





The address of our principal executive office is Suite 632, 22837 Pacific Coast Highway, Malibu, CA 90265. Our telephone number is 310-887-6391.




Our common shares became listed on the OTC Bulletin Board on July 12, 2008, under the symbol “TORO”. Prior to this date, there was no public market for our common shares.




We were not successful in implementing our business plan as fast food services business. As management of our company investigated opportunities and challenges in the business of being a fast food services company, management realized that the business did not present the best opportunity for our company to realize value for our shareholders. As a result, we investigated several other business opportunities to enhance shareholder value, and focused on the oil and gas industry.




On March 26, 2008, we 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.




By a turnkey agreement dated March 29, 2008, we 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.




We are an exploration stage oil and gas company engaged in the exploration for oil and gas in Oklahoma.




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 the labor of our 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 2009.




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.




Purchase of Significant Equipment




We do not intend to purchase any significant equipment (excluding oil and gas activities) over the twelve months ending June 30, 2010.




Employees




Currently our only employees are our directors and officers. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed. However, with project advancement and if we are successful in our initial and any subsequent drilling programs we may retain additional employees.




16





Results of Operations




The following summary of our results of operations should be read in conjunction with our financial statements for the year ended June 30 2009, which are included herein. The financial information in the table above is derived from the annual unaudited financial statements. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K. 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 on Form 10-K. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.




Fiscal Year Ended June 30, 2009 Compared to Fiscal Year Ended June 30, 2008




For Fiscal Year Ended June 30,

2009


2008Oil and Gas Revenue

$
-0-


$
-0-Cost of sales


-0-



-0-Gross Profit


-0-



-0-Operating ExpensesRegulatory and transfer agent fees


650



185Management fees


19,642



19,700Professional fees


59,542



149,931Rent


4,446



16,899Amortization


625



2,500Impairment Charge


334,375



-0-Bank Charges and Interest


45



337Total operating expenses


419,325



189,551Net Income (Loss)


(419,325
)


(189,551
)




Our net loss for fiscal year ended June 30, 2009 was ($419,325) compared to a net loss of ($189,551) for fiscal year ended December 31, 2008, an increase of $229,774. During fiscal years ended June 30, 2009 and June 30, 2008, we did not generate any revenue.




During fiscal year ended June 30, 2009, we incurred operating expenses of $419,325 compared to $189,551 incurred during fiscal year ended June 30, 2008. During fiscal year ended June 30, 2009, operating expenses consisted of: (i) regulatory and transfer agent fees of $650 (2008: $183); (ii) management fees of $19,642 (2008: $19,700); (iii) professional fees of $59,542 (2007: $149,931); (iv) rent of $4,446 (2008: $16,899); (v) amortization of $625 (2008: $625; (vi) impairment charge of $334,375 (2008: $-0-); and (vii) bank charge and interest of $45 (2008: $337). The increase in operating expenses during fiscal year ended June 30, 2009 from 2008 was primarily attributable to the recording of the impairment charge of $334,375.




Thus, our net loss and loss per share during fiscal year ended June 30, 2009 was ($419,325) or ($0.07) per share compared to a net loss and loss per share of ($189,551) or $0.00 per share during fiscal year ended June 30, 2008.




17





LIQUIDITY AND CAPITAL RESOURCES




Fiscal Year Ended June 30, 2009




As of June 30, 2009, our current assets were $-0- and our current liabilities were $100,787, which resulted in a working capital deficit of $100,787. As of June 30, 2009, current liabilities were comprised of: (i) $15,396 in accounts payable; and (ii) $85,391 in notes payable - related party.




As of June 30, 2009, our total assets were $-0-. The decrease in total assets during fiscal year ended June 30, 2009 from fiscal year ended June 30, 2008 was due to the decrease in currents assets of $71,809 and decrease in other assets of $406,809.




As of June 30, 2009, our total liabilities were $100,787 comprised entirely of current liabilities. The increase in liabilities during fiscal year ended June 30, 2009 from fiscal year ended June 30, 2008 was primarily due to the increase in notes payable from related party.




Stockholders’ equity (deficit) increased from $356,538 for fiscal year ended June 30, 2008 to ($100,787) for fiscal year ended June 30, 2009.




Cash Flows from Operating Activities




We have not generated positive cash flows from operating activities. For fiscal year ended June 30, 2009, net cash flows used in operating activities was ($389,309) compared to ($78,251) for fiscal year ended June 30, 2008. Net cash flows used in operating activities consisted primarily of a net loss of $419,325 (2008: $189,551), which was partially adjusted by $625 (2008: $2,500) for amortization expense, $12,000 (2008: $-0-) for expense charged to contributed surplus, and $16,875 (2008: $-0-) for write-off of properties. Net cash flows used in operating activities was further changed by an increase of other $516 (2008: $2,198) for accounts payable and $-0- (2008: $50,000) for subscriptions receivable.




Cash Flows from Investing Activities




For fiscal year ended June 30, 2009, net cash flows provided by investing activities was $317,500 (2008: $317,500) relating to investment in oil and gas properties.




Cash Flows from Financing Activities




We have financed our operations primarily from debt or the issuance of equity instruments. For fiscal year ended June 30, 2009, net cash flows provided by financing activities was $50,000 relating to loan from shareholder compared to $260,000 for fiscal year ended December 31, 2008 relating to $250,000 in issuance of capital stock for cash and $10,100 in loan from shareholder.




18





MATERIAL COMMITMENTS




As at June 30, 2009, we were indebted to a related party for $85,391.  Terms are due upon demand with no interest accruing.




Equity Compensation




We currently do not have any stock option or equity compensation plans or arrangements.




Contractual Obligations




As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.




Off-Balance Sheet Arrangements




We have no significant 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 stockholders.





Going Concern




We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.




The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.




Item 7. Financial Statements




Our unaudited interim financial statements for the year ended April 30, 2009 form part of this annual report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.




19


BAYING ECOLOGICAL HOLDING GROUP INC.Balance SheetsJune 30,


June 30,2009


2008ASSETSCURRENT ASSETSCash

$
-


$
21,809Accounts Receivable


-



-Subscription Receivable


-



50,000Total Current Assets


-



71,809Other AssetsInvestment in Franchise


-



25,000Accumulated Amortization


-



(7,500
)Net Investment in Franchise


-



17,500Interer in Oil and Gas Properties


-



317,500$
-


$
406,809LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable

$
15,396


$
14,880Note payable - related party


85,391



35,391TOTAL CURRENT LIABILITIES


100,787



50,271STOCKHOLDERS' EQUITYCommon stock, par value $0.001,


6,095



6,129Authorized - 75,000,000 $0.001 par value common sharesIssued - 6,095,000 as of June 30, 2009 and 6,128,750 common shares as of June 30, 2008Additional paid-in capital


583,405



621,371Retained Earnings


(690,287
)


(270,962
)TOTAL STOCKHOLDERS' EQUITY


(100,787
)


356,538$
-


$
406,809




See Accompanying Notes to  Financial Statements




20




BAYING ECOLOGICAL HOLDING GROUP INC.
 Statements of Operations


Year ended


Cumulative from Date of Inception on April 11, 2005 toJune 30, 2009


June 30, 2008


June 30, 2009OIL AND GAS REVENUES

$
-


$
-


$
-OPERATING EXPENSESRegulatory and transfer agent fees


650



185



2,380Management Fees


19,642



19,700



47,843Professional Fees


59,542



149,931



246,538Rent


4,446



16,899



50,243Amortization


625



2,500



8,125Impairment Charge


334,375



-



334,375Bank Charges and Interest


45



337



783Total Operating Expenses


419,325



189,551



690,287INCOME (LOSS( BEFORE INCOME TAXES


(419,325
)


(189,551
)


(690,287
)PROVISION FOR INCOME TAXES


-



-



-NET INCOME (LOSS)

$
(419,325
)

$
(189,551
)

$
(690,287
)NET INCOME (LOSS) PER SHARE

$
(0.07
)

$
(0.03
)WEIGHTED AVERAGE NUMBER OF COMMON SHARES


6,095,000



6,128,750Diluted)




See Accompanying Notes to Financial Statements




21




BAYING ECOLOGICAL HOLDING GROUP INC.Statements of Stockholders’ Equity




# of Shares


Par Value


Contributed Surplus


Retained Earnings


TotalBalance April 11, 2005


-



-



-



-



-Shares Issued for Cash


5,570,000


$
5,570


$
29,430






$
35,000Shares Issued for Franchise


275,000



275



24,725







25,000Net Loss for period ended June 30, 2005














(9,562
)


(9,562
)Balance June 30, 2005


5,845,000



5,845



54,155



(9,562
)


50,438Net Loss for 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 year ended June 30, 2007














(23,754
)


(23,754
)Balance June 30, 2007


5,845,000



5,845



54,155



(81,412
)


(21,412
)Shares Issued for Cash


125,000



125



249,875







250,000Shares Issued for Property


158,750



159



317,341







317,500Net Loss for year ended June 30, 2008














(189,550
)


(189,550
)Balance June 30, 2008


6,128,750



6,129



621,371



(270,962
)


356,538Return of Shares


(33,750
)


(34
)


(49,966
)






(50,000
)Expenses forgiven to Contributed Surplus










12,000







12,000Net Loss for year ended June 30, 2009














(419,325
)


(419,325
)Balance June 30, 2009


6,095,000


$
6,095


$
583,405


$
(690,287
)

$
(100,787
)





See Accompanying Notes to Financial Statements
  22




BAYING ECOLOGICAL HOLDING GROUP INC.Statements of Cash Flows  Year ended


Cumulative from Date of Inception on April 11, 2005 toJune 30, 2009


June 30, 2008


June 30, 2009CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
(419,325
)

$
(189,551
)

$
(690,287
)Adjustments to reconcile net income (loss) to net cash used in operating activitiesAmortization Expense


625



2,500



8,125Expense charged to Contributed Surplus


12,000



-



12,000Write-off of Properties


16,875



-



16,875Shares issued for  Properties


-



317,500



342,500Increase (decrease) inSubscriptions receivable


-



(50,000
)


-Accounts payable


516



(2,198
)


15,396Net Cash Provided (Used) by Operating Activities


(389,309
)


78,251



(295,391CASH FLOWS FROM INVESTING ACTIVITIESInvestment in Franchise


-



-



(25,000
)Investment in Oil and Gas Properties


317,500



(317,500
)Net Cash Provided (Used) by Investing Activities


317,500



(317,500
)


(25,000
)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of Capital Stock for cash






250,000



235,000Loan from Shareholder


50,000



10,100



85,391Net Cash Provided (Used) by Financing Activities


50,000



260,100



320,391NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(21,809
)


20,851



-CASH AND CASH EQUIVALENTSBeginning


21,809



958



-Ending

$
-


$
21,809


$
-Supplemental Disclosures of Cash Flow Information:Stock issued for properties

$
-


$
200,000


$
342,500Interest

$
-


$
-


$
-Taxes

$
-


$
-


$
-




See Accompanying Notes toFinancial Statements




23





BAYING ECOLOGICAL HOLDING GROUP INC .




(An Exploration Stage Company)


Notes to  Financial Statements


June 30, 2009





NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS




Baying Ecological Holding Group Inc. (formerly Toro Ventures Inc. was incorporated in Nevada on April 11, 2005. The company changed its name from Toro Ventures Inc. effective February 7, 2014 .
 
 Basis of Presentation





These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.





NOTE 2 - GOING CONCERN





The Company’s financial statements as of June 30, 2009 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception (April 11, 2005) through June 30, 2009 of $690,287.





In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash and cash equivalents





The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.





24





Net Loss per Share





Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.





NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 those estimates. Management believes that the estimates used are reasonable.





In Management's opinion all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are normal and recurring.





Reclassifications





Certain prior year balances have been reclassified to conform to the current year presentation.





Revenue Recognition





The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.





Fair value of financial instruments





The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.





25





Recently issued accounting pronouncements





In July 2013, the FASB issued Accounting Standards Update 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward, except as follows. To the extent a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.





In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.





The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.





NOTE 4 - DEBT /RELATED PARTY





Loan Payable





The Company is indebted to a related party for $85,391. Terms are due upon demand without interest.





RELATED PARTY TRANSACTION





The Company has charged to expense with a corresponding credit to paid in capital cost of donated services of its officer which were $3,000 per quarter for management fees and $1,000 per quarter for rent.





NOTE 5 - STOCKHOLDERS' DEFICIT





Authorized





75,000,000 common shares with a par value of $0.001.





26





Shares Issued




During the period the Company cancelled 33,750 shares of stock originally for a subscription agreement resulting in an outstanding share balance of 6,095,000.





NOTE 6 - INCOME TAX





Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differenamounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.





Net deferred tax assets consist of the following components as of June 30, 2009 and 2008:




June 30, 2009


June 30, 2008Deferred Tax Assets – Non-current:NOL Carryover

$
355,913


$
270,963Payroll Accrual


-



-Less valuation allowance


(355,913
)


(270,963
)Deferred tax assets, net of valuation allowance

$
-


$
-





The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended June 30, 2009 and 2008 due to the following:




2009


2008Book Income

$
(419,325
)

$
(189,551
)Meals and Entertainment


-



-Impairment


334,375



-Accrued Payroll


-



-Valuation allowance


84,950



189,551$
-


$
-




NOTE 10 - INCOME TAX (continued)





At June 30, 2009, the Company had net operating loss carry forwards of approximately $355,913 that may be offset against future taxable income to the year 2024. No tax benefit has been reported in the June 30, 2009financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.





Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.





NOTE 11 - SUBSEQUENT EVENTS





The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there is one such event that are material to the financial statements to be disclosed:





1.
The Company in December 2013 underwent a change of control and will seek a new business direction.




27





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




Item 8A. Controls and Procedures




Disclosure Controls and Procedures





We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.





We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2009. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.





Management’s Report on Internal Control Over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Under the supervision and with the participation of management, including the Chief Executive Officer /Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2009 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").





A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2009, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.




28




1)
We do not have an Audit Committee– While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
  2)
We did not maintain appropriate cash controls– As of June 30, 2009, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.  Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
  3)
We did not implement appropriate information technology controls– As of June 30, 2009, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.




Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.





As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2009 based on criteria established in Internal Control—Integrated Framework issued by COSO.





Changes in Internal Control over Financial Reporting





There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of June 30, 2009, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.




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




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.




29




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




Name

Age

Position HeldJoseph Arcaro

53

President, Principal Executive Officer, Principal Financial Officer,, Secretary Treasurer, Secretary, and Director




Background of officers and directors




Mr. Arcaro has been in the brokerage and venture capital business for the last 15 years.




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.




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, 2009, 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.




30





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




Long Term CompensationAnnual Compensation


Awards


Payouts(a)

(b)

(c)


(d)


(e)


(f)


(g)


(h)


(i)Name and Principal Position (1)

Year

Salary

($)


Bonus

($)


Other

Annual Compensation ($)


Restricted Stock

Award(s)

($)


Securities Underlying Options/SARSs (#)


LTIP

Payouts

($)


All Other Compensation ($)Frederick Graham Jr.

2008


8,000



0



0



0



0



0



0President, Treasurer, Secretary, and Director

2009


0



0



0



0



0



0



0Yan Liu

2008


0



0



0



0



0



0



0President, Treasurer, Secretary, and Director

2009


0



0



0



0



0



0



0Gregory Rotelli

President, Treasurer, Secretary and Director

2009


0



0



0



0



0



0



0




[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.




31





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, 2009, 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, 2009. Addresses for all of the individuals listed in the table below are c/o Toro Ventures, Inc., Suite 632, 228377 Pacific Coast Highway, Malibu, California 90265.




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, 2009, none of our other directors or named executive officers owned any shares of our common stock.




32





Securities authorized for issuance under equity compensation plans.




We have no equity compensation plans




Item 12. Certain Relationships and Related Transactions




On December 18, 2008, Mr. Frederick Graham resigned as our president, secretary, treasurer and director. Immediately prior to Mr. Graham’s resignation, Mr. Yan Liu was appointed our president, secretary, treasurer and director. Mr. Yan Liu is a former director and officer of the company. Following his appointment, Mr. Yan Liu then appointed Gregory Rotelli as the Company’s president, secretary, treasurer and director and provided his resignation.




Mr. Rotelli is has over 25 years experience in senior management for both public and early-stage private companies, including former Chief Operating Officer for Direct Stock Market, an online investment bank for emerging growth venture capital financing; Senior Vice President of Marketing for Systems Integrators, one of the largest technology systems companies for publishing in the world whose systems ran many of the major newspapers and news services including the Los Angeles Times, San Francisco Chronicle, Financial Times of London, Reuters World Wide Wire Services, Le Monde In Paris, Oftenposten in Norway, etc.; and Vice President of Marketing for US Search, the leading Internet provider for people search and background checks. His broad range of talent spans operational management, Internet development, oil and gas consulting, new media strategy and capital acquisition. Mr. Rotelli has advised and negotiated in both structured financings and early stage investment capital raising ranging up to a $150 million securitization. Mr. Rotelli has held lead positions in start-ups as well as with established public companies. Mr. Rotelli holds a BA degree in Classics from Brown University in Rhode Island in 1982. He was deemed a Distinguished Scholar at the RegentUniversity in Virginia, where he received his MBA in Marketing and Management in 1985. Mr. Rotelli serves on the boards of directors and strategic advisory boards of several technology, alternative energy and financial services companies.








Item 13. Exhibits




Exhibit No.

Description3.1*

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 Ethics31

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 200232

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




The company had no independent accountant review the financials for this period, in accordance with Rule 3-11 of Regulation S-X , therefore no fees or services were provided.





We do not have an audit committee and as a result our entire board of directors performs the duties of an audit committee. Our board of directors will approve in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. Accordingly, we do not rely on pre-approval policies and procedures.





33




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 31st day of July 2014.




Baying Ecological Holding Group Inc.

formerly known as Toro Ventures Inc.

(Registrant)Date:July 31, 2014
By:
/s/ Parsh PatelName:
Parsh PatelTitle:
President, Chief Executive Officer, Chief Financial Officer and Treasurer






34