U.S. Securities and Exchange Commisison

Washington, D.C. 20549



FORM - 10QSB/A



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

For the quarterly period ended March 31, 2006



or



[   ]             
TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE 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.)




2498 West 41st Ave, Suite 232, Vancouver, British Columbia,
V6M 2A7

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

(Address of principal executive offices)



604-618-9110

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

(Registrant's telephone number, including area code)



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

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

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 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 [ X 
]  No [   ]

The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of March 31, 2006 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 March 31, 2006 (Unaudited) and June 30, 2005
(Audited)........................................................................................................................4

> Statement of Operations for three months ended
> March 31, 2006 (Unaudited) and
> from the inception date April 11 , 2005 to June 30, 2005 (Auditd).........................................................................................................................................................................................................................................5
> Statement of Cash Flows for three months ended March 31, 2006 (Unaudited) and
> from the inception date April 11 , 2005 to June 30, 2005
> (Audited).......................................................................................................................................................................................................................................6

Notes to Financial
Statements...................................................................................................................................................................................................7

Item 2.    Management's Discussion and Analysis
or Plan of
Operations...................................................................................................................................................13

Item 3.    Controls and
Procedures.........................................................................................................................................................................................................15

Part II - OTHER
INFORMATION.......................................................................................................................................................................................................17



2

Part I - FINANCIAL INFORMATION

Toro Venture Inc.

(A Nevada Corporation)

Balance Sheet

March 31, 2006

(With Comparative Figures at June 30, 2005)

(Expressed in US Dollars)



|                                                     | March 31    | June 30  
|---------------------------------------------------- | ----------- | ---------
|                                                     | 2006        | 2005     
|                                                     | (Unaudited) | (Audited)
|ASSETS                                              
|Current Assets                                       |             |          
|Cash                                                 | $975        | $17,863  
|Prepaid Expenses                                     | 10,000      | 10,000   
|                                                     | 10,975      | 27,863   
|                                                     |             |          
|Investment in Franchise                              | 25,000      | $25,000  
|Accumulated Amortization                             | (1,875)     | -        
|                                                     | 23,125      | 25,000   
|                                                     |             |          
|Total Assets                                         | $34,100     | $52,863  
|                                                     |             |          
|LIABILITIES                                         
|Current Liabilities                                  |             |          
|Accounts Payable and Accrued Liabilities             | $7,237      | $2,425   
|Shareholder Loan                                     | 4,666       | -        
|Total Liabilities                                    | 11,903      | 2,425    
|                                                     |             |          
|SHAREHOLDER'S EQUITY                                
|Share Capital (Note 5)                               | 5,570       | 5,570    
|Additional Paid In Capital                           | 54,430      | 54,430   
|Deficit                                              | (37,803)    | (9,562)  
|Total Shareholder's Equity                           | 22,197      | 50,438   
|                                                     |             |          
|TOTAL LIABILITIES AND SHAREHOLDER EQUITY             | $34,100     | $52,863  
|                                                     |             |          
|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)



AccumulatedInception Date of
      Inception DateThree Months
      Nine Months
      April 11
      of April 11Ended
      Ended
      2005 to
      2005 toMarch 31
      March 31
      June 30
      March 312006
      2006
      2005
      2006General and Administrative
      ExpensesRegulatory and Transfer Agent Fees
      -
      595
      250
      845Management Fees
      -
      3,000
      4,000
      7,000Bank Charges and Interest
      27
      121
      12
      133Professional Fees
      -
      13,650
      2,300
      15,950Facilities Costs
      3,000
      9,000
      3,000
      12,000Amortization Expense
      625
      1,875
      -
      1,875Total Expenses
      3,652
      28,241
      9,562
      37,803Net Profit (Loss) for the Period
      (3,652)
      (28,241)
      (9,562)
      (37,803)Basic and diluted loss per share
      $              (0.00)Weighted Average Number of Shares Outstanding (Basic
      and Diluted)
      5,238,334


See Accompany Notes





TORO VENTURES INC.

(A Nevada Corporation)

Statement of Cash Flows

(Expressed in US Dollars)

(Unaudited - Prepared by Management)

|                                           |              |             |                   |                    
|------------------------------------------ | ------------ | ----------- | ----------------- | -------------------
|                                           |              |             |                   |                    
|                                           | Three Months | Nine Months | Inception Date    | From Inception Date
|                                           | Ended        | Ended       | of April 11, 2005 | of April 11, 2005  
|                                           | March 31     | March 31    | to June 30        | to March 31        
|                                           | 2006         | 2006        | 2005              | 2006               
|Cash Provided by (Used for)                |              |             |                   |                    
|Operating Activities                       |              |             |                   |                    
|Net Profit (Loss) for the period           | (3,652)      | (28,241)    | (9,562)           | (37,803)           
|                                           |              |             |                   |                    
|Items not requiring use of cash            |              |             |                   |                    
|Amortization Expense                       | 625          | 1,875       | -                 | 1,875              
|                                           |              |             |                   |                    
|Changes in non-cash working capital items  |              |             |                   |                    
|Prepaid Expenses                           | -            | -           | (10,000)          | (10,000)           
|Accounts Payable and Accrued Liabilities   | 3000         | 4,812       | 2,425             | 7,237              
|Cash used for operating activities         | (27)         | (21,361)    | (17,137)          | (38,691)           
|                                           |              |             |                   |                    
|Financing Activities                       |              |             |                   |                    
|Capital Stock subscribed                   | -            | -           | 5,570             | 5,570              
|Paid-In Capital                            | -            | -           | 29,430            | 29,430             
|Loan from Stockholder                      | -            | 4,666       | -                 | 4,666              
|Cash provided by financing activities      | -            | 4,666       | 35,000            | 39,666             
|                                           |              |             |                   |                    
|Cash increase (decrease) during the period | (27)         | (16,888)    | 17,863            | 975                
|                                           |              |             |                   |                    
|Cash, beginning of period                  | 1,002        | 17,863      | -                 | -                  
|Cash, end of period                        | 975          | 975         | 17,863            | 975                
|                                           |              |             |                   |                    
|                                           |              |             |                   |                    

See accompanying notes



TORO VENTURES INC.

Notes to Financial Statements

For the Three Months Ended 31 March, 2006

(UNAUDITED)

Note 1.           
INCORPORATION AND OPERATING ACTIVITIES

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

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

Note 2.           SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

(a)    Foreign Currency Translation

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

(b)   
Loss per Share

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

(c)    Fair Value of Financial Instruments

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

(d)    Use of Estimates

The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
materially differ from these estimates.

(e)     Reporting on the costs of
start-up Activities

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

(f)    Investment in Franchise

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

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

Investment in
Franchise - Straight-Line method over the useful life of the asset



March 31, 2006
      Cost
      Accumulated Amortization
      Net Book ValueInvestment in Franchise
      $25,000
      $1,875
      $23,125


(g)     Future Income Taxes

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

(h)    Year End

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



Note 3:             Going Concern

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

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

NOTE 4:        
Investment in Franchise

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

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

NOTE 5:         Share
Capital

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

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



# of Shares
      $For Cash
      5,570,000
      35,000For Acquisition of Franchise
      275,000
      25,000Total
      5,845,000
      60,000


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

NOTE 6:         Income
Taxes

The Company has tax losses of $37,803 which may be applied against future
taxable income.











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

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

Caution about
Forward-Looking Statements

This management's discussion and
analysis or plan of operation should be read in conjunction with the financial
statements and notes thereto of the Company for the quarter ended March 31, 2006. Because of the nature of a relatively new and growing company the reported
results will not necessarily reflect the future.

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

Overview

Toro Ventures Inc. ("Toro") intends to commence operations as fast food
service company  . Toro currently owns the exclusive franchisee rights in the
provinces of Hubei and Beijing in China to the Big-On-Burgers Restaurants, a
Canadian based fast-food service provider of traditional North American cuisine
such as hamburgers and fries. We plan to begin operations of a Big-On-Burgers
store in China once sufficient investment capital is raised.

The Company
experienced general and administration expenses of $3,652 for the quarter ended
March 31st, 2006. The majority of the expenses was related to the rent of the
Company's office premises, which totaled $3,000 for the quarter. The Company is
continuing its efforts to raise additional capital in order to proceed with the
company's business plan.

For the quarter ended March 31st, 2006, the company experienced a net loss of $15,984 compared to a
net loss of $346 for the quarter ended June 30, 2004.

During the three month period ended March 31st, 2006, the Company satisfied
its working capital needs by using cash generated from operations and equity
from shareholder's initial seed financing. As of March 31st, 2006, the Company
has cash on hand in the amount of $975. Management does not expect that the
current level of cash on hand will be sufficient to fund our operations for the
next twelve month period. In the event that additional funds are required to
maintain operations, our officers and directors have agreed to advance us
sufficient capital to allow us to continue operations. We may also be able to
obtain loans from our shareholders, but there are no agreements or
understandings in place currently.

We believe 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 and
Procedures

(a)      Evaluation
of 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 Exchange
Act 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 communicated
to management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated the
effectiveness 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 timely
fashion to all material information required to be included in our periodic filings with the Commission.

(b)      Changes
in 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) that
occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.



Item 3. Controls and Procedures

(a)      Evaluation of 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 Exchange
Act 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 communicated to management, as appropriate, to
allow timely decisions regarding required disclosure. Our current principal
executive officer, who is also our principal financial officer, evaluated the
effectiveness 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 timely fashion to all material information
required to be included in our periodic filings with the Commission.

(b)      Changes in 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) that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal controls 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).

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



SIGNATURES

Pursuant to the requirements 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. June 18, 2007



June 18, 2007
      /s/ "Yan Liu"Mr. Yan Liu, President