**U.S. Securities and Exchange Commission**

**Washington, D.C. 20549**

 

**FORM - 10QSB**

 

[ X ]*           *QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIESAND EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2007

 

or

 

[   ]             TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE ACT OF 1934

 

For the transition period from _____________________

Commission File No. 

 

**Toro Ventures Inc.**

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

(Name of small business issuer in its charter)

 

| **Nevada**               | **N/A**                              |
|--------------------------|--------------------------------------|
| (State of Incorporation) | (I.R.S. Employer Identification No.) |

 

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

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

(Address of principal executive offices)

 

**206-686-1757**

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

(Registrant's telephone number, including area code)

 

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

(Former name, address and fiscal year, if changed since lastreport)

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15 (d) of the Exchange Act during the past 12 months (orfor 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.    Yes [ x ]   No  [   ]

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

The number of shares of the registrant's common stock, par value$0.001 per share, outstanding as of December 31, 2007 was 5,845,000.

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

 

1

 

  Toro Ventures Inc.

Table of Contents

 

Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

               Balance Sheet as of December 31, 2007 (Unaudited) and June 30, 2007(Audited)....................................................................................................4

> 
      Statement of Operations for three months endedDecember 31, 2007 (Unaudited) andfrom the inception date April 11 , 2005 to December 31, 2007 (Unauditd)............................................................................................................................................................................................................................................5

       Statement of Cash Flows for three months endedDecember 31, 2007 (Unaudited) andfrom the inception date April 11 , 2005 to December 31, 2007(Unaudited)..........................................................................................................................................................................................................................................6

               Notes to FinancialStatements................................................................................................................................................................................................7

Item 2.    Management's Discussion and Analysisor Plan ofOperations.........................................................................................................................................13

Item 3.    Controls andProcedures........................................................................................................................................................................................................15

Part II - OTHERINFORMATION.............................................................................................................................................................................................................17

 

2

Part I - FINANCIAL INFORMATION

**Toro Venture Inc.**

**(A Nevada Corporation)**

**Balance Sheet**

**December 31, 2007**

**(Unaudited- Prepared by Managment)**

**(With Comparative Figures at June 30, 2007)**

**(Expressed in US Dollars)**

 

** **December 31****June 30** **2007****2007**
**ASSETS****Current Assets**        Cash$7,126$958      Prepaid Expenses      -      -**Total Current Assets**      7,126      958   Investment in Franchise25,00025,000      Accumulated Depreciation      (6,250)      (5,000)       18,750      20,00   **Total Assets****$25,876****$20,958**   
**LIABILITIES AND STOCKHOLDER'S EQUITY****Current Liabilities**        Accounts payable and accrued liabilities      $22,565      $17,079**Total Current Liabilities**      22,565      17,079                           Shareholder Loan      35,951      25,291**Total Liabilities****57,956****42,370**   
**SHAREHOLDER'S DEFICIT****Stockholder's Deficit**  Capital Stock  Authorized:  75,000,000 common shares at $0.001 par value  Issued and fully paid   5,845,000 common shares at par value5,8455,845Additional paid in capital54,15554,155      Deficit, accumulated during the exploration stage      (92,080)      (81,412)**Total Stockholders' Deficit**      (32,080)      (21,412)   **TOTAL LIABILITIES AND STOCKHOLDER EQUITY****$25,876****$20,958**   **Approved on Behalf of the Board**  **"Yan Liu", Director and Chief      Executive Officer**  
 

**See Accompanying Notes**

 

**TORO VENTURES INC.**

**(A Nevada Corporation)**

**Statement of Operations**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

    

 
              
       
       
 
              
       
**Inception Date of**
 
**Three Months****Three Months**
**For the Year**
**April 11**
 
**Ended****Ended**
**Ended**
**2005 to**
 
**December 31,****December 31,**
**June 30,**
**December 31,**
 
**2007****2006**
**2007**
**2007**
**General and Administrative      Expenses**
              
       
             Regulatory and Transfer Agent Fees      -      -      600      1,545      Management Fees      -      -      -      9,500      Bank Charges and Interest      24      31      154      480      Professional Fees      3,339      3,000      8,500      41,305      Facilities Costs      3,000      3,000      12,000      33,000      Amortization Expense      625      625      2,500      6,250**Total Expenses**      6,988      6,656      23,754      92,080                                   
**Net Profit (Loss) for the Period**      (6,988)      (6,656)      (23,754)      (92,080)
                             
**Net Loss per Share**                            
Basic Weighted Average Loss Per Share      0.00      0.00      0.00       
Fully Diluted Weighted Average Loss Per Share      0.00      0.00      0.00       
                             
Weighted Average Number of Shares (Basic      and Diluted)
5,845,000      5,845,000
5,845,000       
**See Accompanying Notes**

 

 

**TORO VENTURES INC.**

**(A Nevada Corporation)**

**Statement of Cash Flows**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

           
     
     
 
              
       
**Inception Date of**
 
**Three Months****Three Months**
**For the Year**
**April 11**
 
**Ended****Ended**
**Ended**
**2005 to**
 
**December 31,****December 31,**
**June 30,**
**December 31,**
 
**2007****2006**
**2007**
**2007**
**Cash Provided by (Used for)**          
     
     
**Operating Activities**          
          
    Net Profit (Loss) for the period    (6,988)    (6,656)    (23,754)    (92,080)
                             Changes in non-cash working capital items                            Amortization Expense    625    625    2,500    6,250
    Accounts Payable and Accrued Liabilities    4,985    4,000    3,500    22,565
**Cash used for operating activities**    (1,378)    (2,031)    (17,754)    (63,265)
                         **Cash used in Investing Activities**                        Investment in Franchise    -    -    -    (25,000)                         
**Cash from Financing Activities**                    
    Issuance of Capital Stock     -    -    -    5,845        Paid-In Capital    -    -    -    54,155
    Loan from Stockholder    7,600    2,000    17,500    35,391
**Cash provided by financing activities**    7,600    2,000    17,500    95,391
                         
    Cash increase (decrease) during the period    6,222    (31)    (254)    7,126
                         
    Cash, beginning of period    904    1,161    1,212    -
    Cash, end of period     7,126    1,130    958    7,126                         **Supplementary Information**                        Interest Paid    -    -    -    -    Income Taxes Paid    -    -    -    -
See Accompanying notes

 

**TORO VENTURES INC.**

**(A Development Stage Company)**

**Notes to  the Financial Statements**

**For the Three Months Ended December 31, 2007**

**(Expressed in USA Dollars)**

**(UNAUDITED-Prepared by Management )**

 
**1. INCORPORATION AND OPERATING ACTIVITIES**
Toro Ventures Inc. was incorporated on 11 April 2005, under the laws of theState of Nevada, U.S.A. Operations, as a development stage company started onthat date, i.e., 11 April 2005. At the period end, the Company has entered intoan agreement which grants the Company exclusive rights and license in theprovinces of Hubei and Beijing, China to own and operate fast food outlets,and/or sell franchises.
**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Translation**
Monetary assets and liabilities denominated in foreign currencies aretranslated into USA dollars at the period end exchange rate, non-monetary assetsare translated at historical exchange rates and all income and expenses aretranslated at average exchange rates prevailing during the period. Foreigncurrency translation adjustments are included in income.
**Loss Per Share**
Loss per share has been calculated based on the weighted average number ofshares outstanding. 

**Fair Value of Financial Instruments**
The respective carrying value of certain on-balance sheet financialinstruments approximate their fair values. These financial statements includecash, receivables, advances receivable, cheques issued in excess of cash,accounts payable and property obligations payable. Unless otherwise noted, it ismanagement's opinion that the Company is not exposed to significant interest,currency or credit risks arising from these financial instruments. Unlessotherwise noted, fair values were assumed to approximate carrying values forthese financial instruments since they are short term in nature and theircarrying amounts approximate fair values or they are receivable or payable ondemand.
**Use of Estimates**
The preparation of financial statements in accordance with generally acceptedaccounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosures ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.Actual results could materially differ from these estimates.
**Reporting on the costs of start-up activities**
Statement of Position 98-5 (SOP 98-5)**,**"Reporting on the Costs of Start**-**UpActivities," which provides guidance on the financial reporting of start-upcosts and organizational costs, to be expensed as incurred. SOP 98-5 iseffective for fiscal years beginning after 15 December 1998.
With the adoption of SOP 98-5, there has been little or no effect on theCompany's financial statements.
**Investment in franchise**
The investment in a franchise is considered as an intangible asset with afinite life of ten years. In accordance to FAS-142, the intangible asset hasbeen evaluated for impairment by using discounted expected cash flows. Noimpairment of the intangible asset existed and as a result there is noamortization provided in the current period. The impairment, if any, will bewill be tested and evaluated at least on an annual basis for impairment.
**Future Income Taxes**
The company recognizes income taxes using an asset and liability approach.Future income tax assets and liabilities are computed annually for differencesbetween the financial statements and bases using enacted tax laws and ratesapplicable to the periods in which the differences are expressed to affecttaxable income.
**Year end**
The Company has adopted 30 June as its fiscal year end.
**3. GOING CONCERN**
The Company's financial statement are prepared using the generally acceptedaccounting principles applicable to a going concern, which contemplates therealization of assets and liquidation of liabilities in the normal course ofbusiness. However, the Company has not commenced its planned principaloperations and has generated no revenues. In order to obtain the necessarycapital, the Company is in the process of raising funds from private placementsubscriptions. The Company is dependent upon its ability to secure equity and/ordebt financing and there are no assurances that the Company will be successful,without sufficient financing it would be unlikely for the Company to continue asa going concern. 

The officers and directors are involved in other business activities and may,in the future, become involved in other business opportunities. If a specificbusiness opportunity becomes available, such persons may face a conflict inselecting between the Company and their other business interests. The Companyhas not formulated a policy for the resolution of such conflicts.
**4. INVESTMENT IN FRANCHISE**
On 15 May 2005 the company entered into an agreement with a Canadian companyto acquire the right to establish franchise outlets in parts of the People'sRepublic of China. The agreement is for 10 years with an option to renew for anadditional 10 years after the termination of the initial term. The considerationgiven for the Right is 275,000 common shares. In addition a 5% royalty is to bepaid on all outlet gross sales to the franchisers along with 3% advertisingroyalty on all outlet gross sales. At the period end, management believes thatthere is no impairment of value in the investment, because, the franchiseagreement was signed just before the fiscal period end and management performeda calculation using discounted cash flow analysis, to support the lack ofimpairment. Furthermore, the Company is actively seeking a location for thefirst franchisee in the Provinces of Hubei or Beijing.
 
December 31, 2007
June 30, 2007
Investment In Franchise
25,000
25,000
Accumulated Depreciation
6,250
5,000 
18,750
20,000** 

5. SHARE CAPITAL

Authorized - 75,000,000 commonshares with a par value of $0.001 per share.**Issued - 5,845,000 commonshares at varying subscription prices. 
SHARES 
#
$
For Cash
5,570,000
35,000
For acquisition of franchise
275,000
25,000
Balance, as of December 30, 2007
5,845,000
60,000
Although the shares have not been certificated, the By-Laws of the Companytreats all uncertificated shares as certificated.
**6. INCOME TAXES**
The Company has tax losses of $92,080 which may be applied against futuretaxable income.
**7. RELATED PARTY TRANSLATIONS**
A director has loaned the company $35,391, without interest and fixed term ofrepayment.

 

 

Item 2: Management's Discussion and Analysis of FinancialCondition and Results of Operations

 

The followingdiscussion and analysis provides information which management of Toro VenturesInc. (the "Company") believes to be relevant to an assessment and understandingof the Company's results of operations and financial condition. This discussionshould be read together with the Company's financial statements and the notes tofinancial statements, which are included in this report.

*Caution aboutForward-Looking Statements*

This management's discussion andanalysis or plan of operation should be read in conjunction with the financialstatements and notes thereto of the Company for the quarter ended December 31,2007. Because of the nature of a relatively new and growing company the reportedresults will not necessarily reflect the future.

This section includes a number offorward-looking statements that reflect our current views with respect to futureevents and financial performance. Forward-looking statements are oftenidentified by words like: believe, expect, estimate, anticipate, intend, projectand similar expressions, or words which, by their nature, refer to futureevents. You should not place undue certainty on these forward-lookingstatements, which apply only as of the date of this prospectus. Theseforward-looking statements are subject to certain risks and uncertainties thatcould cause actual results to differ materially from historical results or ourpredictions.

*Overview*

Toro Ventures Inc. ("Toro")intends to commence operations as fast food service company  . Torocurrently owns the exclusive franchisee rights in the provinces of Hubei andBeijing in China to the Big-On-Burgers Restaurants, a Canadian based fast-foodservice provider of traditional North American cuisine such  as hamburgersand fries. We plan to begin operations of a Big-On-Burgers store in China oncesufficient investment capital is raised.   
Results of Operations 
The Companyexperienced general and administration expenses of $6,988 for the quarter endedDecember 31, 2007, compared to $6,656 for the quarter ended December 31, 2006. The majority of the expenses were related to professionalfees related to the financial accounting of the Company, which totaled $3,339.00 for the quarter.

For the quarter ended December 31, 2007, the company experienced a net loss of $6,988,and of the period  from April 11, 2005 to December 31, 2007, the companyexperienced a net loss of $92,080.
Liquidity and Capital Resources 
During the three month periodended December 31, 2007, the Company satisfied its working capital needs byusing cash generated from operations and equity from shareholder's initial seedfinancing. As of December 31, 2007, the Company has cash on hand in the amountof $7,126. Management does not expect that the current level of cash on hand willbe sufficient to fund our operations for the next twelve month period. In theevent that additional funds are required to maintain operations, our officersand directors have agreed to advance us sufficient capital to allow us tocontinue operations. We may also be able to obtain loans from our shareholders,but there are no agreements or understandings in place currently.
We believe we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director.
 

Item 3. Controls andProcedures

(a)      Evaluationof Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the ExchangeAct is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicatedto management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated theeffectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act.Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timelyfashion to all material information required to be included in our periodic filings with the Commission.

(b)      Changesin Internal Controls.

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) thatoccurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internalcontrols over financial reporting.

 

PART II: OTHER INFORMATION

Items 1, 2, 3, 4 , and 5 are inapplicable.

Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

       31.1 Certification  of Chief  Executive  Officer and Chief Financial Officer  of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).

         32.1Certification of Chief Financial Officer and Chief Executive Officer of pursuantof Section 1350.

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized February 14, 2008
 
February 14, 2008/s/ "Yan Liu" Mr. Yan Liu, President   ****

**