UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




AMENDMENT NO. 1 TO




FORM 10-Q/A




(Mark One)




xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended September 30, 2009




or




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 asTORO VENTURES INC.(Exact name of registrant as specified in its charter)




Nevada

N/A(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)850 Stephenson Highway, Suite 310

Troy, Michigan 48083

90265(Address of principal executive offices)

(Zip Code)




310-887-6391


(Registrant’s telephone number, including area code)





Suite 632, 22837 Pacific Coast Highway,Malibu, California






Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES   o NO




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




Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o(Do not check if a smaller reporting company)
Smaller reporting company
x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act x YES   o NO




APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS




Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES   o NO




APPLICABLE ONLY TO CORPORATE ISSUERS




Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 16,095,000 common shares issued and outstanding as of June 10, 2013










Table of Contents





PART 1 – FINANCIAL INFORMATION


4Item 1.
Financial Statements.


4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


12Item 3.
Critical Accounting Policies


16Item 4.
Controls and ProceduresPART II – OTHER INFORMATION


20Item 1.
Legal Proceedings


20Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds


26Item 3.
Defaults Upon Senior Securities


26Item 4.
Submission of Matters to a Vote of Securities Holders


26Item 5.
Other Information


26Item 6.
Exhibits


26SIGNATURES


27


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 Quarterly Report on Form 10-Q for the three month period ended September 30, 2009.




3




PART 1 – FINANCIAL INFORMATION




Item 1. Financial Statements.




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




BAYING ECOLOGICAL HOLDING GROUP INC.Balance Sheets  September 30,


June 30,2009


2009ASSETSCURRENT ASSETSCash

$
-


$
-Total Current Assets


-



-Other AssetsInterer in Oil and Gas Properties


-



-$
-


$
-LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable

$
15,396


$
15,396Note payable - related party


85,391



85,391TOTAL CURRENT LIABILITIES


100,787



100,787STOCKHOLDERS' EQUITYCommon stock, par value $0.001, Authorized - 75,000,000 $0.001 par value common shares

Issued - 6,095,000 as of September 30, 2009 and 6,095,000 as of June 30, 2009.


6,095



6,095Additional paid-in capital


587,405



583,405Retained Earnings


(694,287
)


(690,287
)TOTAL STOCKHOLDERS' EQUITY


(100,787
)


(100,787
)$
-


$
-




See Accompanying Notes to Unaudited Financial Statements




4




BAYING ECOLOGICAL HOLDING GROUP INC.Statements of Operations  Three months ended


Cumulative from Date of Inception on April 11, 2005 toSeptember 30,

2009


September 30,

2008


September 30,

2009OIL AND GAS REVENUES

$
-


$
14,295


$
-OPERATING EXPENSESRegulatory and transfer agent fees


-



650



2,380Management Fees


3,000



10,642



50,843Professional Fees


-



59,542



246,538Rent


1,000



111



51,243Amortization


-



625



8,125Impairment Charge


-



16,875



334,375Bank Charges and Interest


-



45



783Total Operating Expenses


4,000



88,490



694,287INCOME (LOSS) BEFORE INCOME TAXES


(4,000
)


(74,195
)


(694,287
)PROVISION FOR INCOME TAXES


-



-



-NET INCOME (LOSS)

$
(4,000
)

$
(74,195
)

$
(694,287
)NET INCOME (LOSS) PER SHARE

$
(0.00
)

$
(0.01
)WEIGHTED AVERAGE NUMBER OF COMMON SHARES (Diluted)


6,095,000



6,128,750




See Accompanying Notes to Unaudited Financial Statements




5




BAYING ECOLOGICAL HOLDING GROUP INC.Statements of Operations  Three months Ended

September 30


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


2008


2009CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
(4,000
)

$
(189,551
)

$
(694,287
)Adjustments to reconcile net income (loss) to net cash used in operating activitiesAmortization Expense


-



2,500



8,125Expense charged to Contributed Surplus


4,000



-



16,000Write-off of Properties


-



-



16,875Shares issued for Properties


-



-



342,500Increase (decrease) inSubscriptions receivable


-



(50,000
)


-Accounts payable


-



(2,198
)


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


-



(239,249
)


(295,391
)CASH FLOWS FROM INVESTING ACTIVITIESInvestment in Franchise


-



-



(25,000
)Investment in Oil and Gas Properties


-



-



-Net Cash Provided (Used) by Investing Activities


-



-



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






250,000



235,000Loan from Shareholder






10,100



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


-



260,100



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


-



20,851



-CASH AND CASH EQUIVALENTSBeginning


-



958



-Ending

$
-


$
21,809


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

$
-


$
-


$
342,500Interest

$
-


$
-


$
-Taxes

$
-


$
-


$
-




See Accompanying Notes to Unaudited Financial Statements




6


BAYING ECOLOGICAL HOLDING GROUP INC.


(An Exploration Stage Company)


Notes to Financial Statements


September 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 September 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 September 30, 2009 of $694,287.





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.





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.




7





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.





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.




8





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.





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.




9





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 different amounts 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$
-


$
-





10




NOTE 6 – 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, 2009 financial 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 7 – 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.




11




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations




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.




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.




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, 2011, 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, 2011, 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, 2011, 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.




12




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 2011.




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, 2011.




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.




RESULTS OF OPERATIONS




The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended September 30, 2009, which are included herein. The financial information in the table above is derived from the quarterly 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 Quarterly Report on Form 10-Q. 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 on Form 10-Q. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.




13




Three Month Period Ended September 30, 2009 Compared to Three Month Period Ended September 30, 2008




For the Three Months Ended September 30,

2009


2008Oil and Gas Revenue

$
-0-


$
-0-Cost of sales


-0-



-0-Gross Profit


-0-



-0-Operating ExpensesRegulatory and transfer agent fees


-0-



650Management fees


3,000



10,642Professional fees


-0-



59,542Rent


1,000



111Amortization


-0-



625Impairment Charge


-0-



16,875Bank Charges and Interest


-0-



45Total operating expenses


4,000



88,490Net Income (Loss)


(4,000
)


(88,490
)





Our net loss for the three month period ended September 30, 2009 was ($4,000) compared to a net loss of ($88,490) during the three month period ended September 30, 2008. During the three month periods ended September 30, 2009 and September 30, 2008, we did not generate any revenue.




During the three month period ended September 30, 2009, we incurred operating expenses of $4,000 compared to $88,490 incurred during the three month period ended September 30, 2008, a decrease of $84,490. During the three month period ended September 30, 2009, operating expenses consisted of: (i) regulatory and transfer agent fees of $-0- (2008: $650); (ii) management fees of $3,000 (2008: $10,642); (iii) professional fees of $-0- (2008: $59,542); (iv) rent of $1,000 (2008: $111); (v) amortization of $-0- (2008: $625); (vi) impairment charge of $-0- (2008: $16,875); (vii) bank charges of $-0- (2008: $45).




Thus, our net loss and loss per share during the three month period ended September 30, 2009 was ($4,000) or ($0.00) per share compared to a net loss and loss per share of ($88,490) or ($0.01) per share during the three month period ended September 30, 2008.




14




LIQUIDITY AND CAPITAL RESOURCES




Three Month Period Ended September 30, 2009




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




As of September 30, 2009, our total assets were $-0-.




As of September 30, 2009, our total liabilities were $100,787 consisting entirely of current liabilities.




Cash Flows from Operating Activities




We have not generated positive cash flows from operating activities. For the three month period ended September 30, 2009, net cash flows used in operating activities was ($4,000) compared to cash flows used by operating activities of ($239,249) for the three month period ended September 30, 2008. Net cash flows used in operating activities consisted primarily of a net loss of $4,000 (2008: $189,551), which was changed by a decrease of $4,000 (2008: $-0-) in expense charged to contributed surplus, $-0- (2008: $2,500) in amortization expense, $-0- (2008: $50,000) in subscriptions receivable and $-0- (2008: $2,198) in accounts payable.




Cash Flows from Investing Activities




For the three month period ended September 30, 2009, net cash flows provided by investing activities was $-0- (2008: $-0-).




Cash Flows from Financing Activities




We have financed our operations primarily from debt or the issuance of equity instruments. For the three month period ended September 30, 2009, net cash flows provided by financing activities was $-0- compared to $260,000 in cash flows from financing activities relating to issuance of stock of $250,000 and loan from shareholder of $10,000 during the three month period ended September 30, 2009.




MATERIAL COMMITMENTS




As at December 31, 2008 we were indebted to a related party for $85,391. Terms are due upon demand with no interest accruing.




15




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 3. Quantitative and Qualitative Disclosures About Market Risk




16




Item 4. 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 September 30, 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 September 30, 2009 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").




17





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 September 30, 2009, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.





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 March 31, 2011, 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 March 31, 2011, 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 September 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 September 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 quarterly 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.




18




PART II – OTHER INFORMATION




Item 1. Legal Proceedings




We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.




Item 1A. Risk Factors




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




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  quarterly 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.




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 $694,287 for the period from inception (April 11, 2005) to September 30, 2009. 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.




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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




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


20





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 possess 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.




Our ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the resource industry in particular), our status as a new enterprise without a demonstrated operating history, the location of our properties and the price of oil and gas on the commodities markets (which will impact the amount of asset-based financing available to us) or the retention or loss of key management. Further, if oil and gas prices on the commodities markets decrease, then our revenues will likely decrease, and such decreased revenues may increase our requirements for capital. If the amount of capital we are able to raise from financing activities is not sufficient to satisfy our capital needs, we may be required to cease our operations.


We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.




21





Amendment 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 may 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.




Increases in our operating expenses will impact our operating results and financial conditions.




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.




22




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.




23




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.




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.




24





Applicable SEC rules governing the trading of "penny stocks" will limit the trading 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-Q 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. Unregistered Sales of Equity Securities and Use of Proceeds




None.




Item 3. Defaults Upon Senior Securities




None.




Item 4. Submission of Matters to a Vote of Securities Holders




None.




Item 5. Other Information




On December 18, 2008, Mr. Gregory Rotelli was appointed as our president, secretary, treasurer and director. Mr. Joe Arcaro was appointed on April 5, 2012 to become the sole director and officer of the Company. Mr. Arcaro has over 15 years’ experience in the venture capital and securities industries.




25




Item 6. Exhibits




ExhibitNumber

Description(3)

(i) Articles of Incorporation; and (ii) Bylaws3.1

Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on August 15, 2005).3.2

Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed on August 15, 2005).(10)

Material Contracts10.1

Master Franchise Agreement (incorporated by reference from our Registration Statement on Form SB-2, filed on August 15, 2005).10.2

Turnkey Agreement between our company and Nitro Petroleum, Inc. (incorporated by reference from our Current Report on Form 8-K filed on April 4, 2008).(14)

Code of Ethics14.1

Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on September 26, 2008).(31)

Rule 13a-14(a)/15d-14(a) Certifications31.1*

Section 302 Certification under Sarbanes-Oxley Act of 2002(32)

Section 1350 Certifications32.1*

Section 906 Certification under Sarbanes-Oxley Act of 2002




* Filed herewith.




26




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.






BAYING ECOLOGICAL HOLDING GROUP INC.formerly known as TORO VENTURES INC.July 31, 2014
By:
/s/ Parsh PatelParsh PatelPresident, Chief Executive Officer, Chief Financial Officer and Treasurer