**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 March 31, 2008

 

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 March 31, 2008 was 6,070,000.

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, 2008 (Unaudited) and June 30, 2007(Audited)....................................................................................................4

> 
      Statement of Operations for three months endedMarch 31, 2008 (Unaudited) andfrom the inception date April 11 , 2005 to March 31, 2008 (Unauditd)............................................................................................................................................................................................................................................5

       Statement of Cash Flows fornine months endedMarch 31, 2008 (Unaudited) andfrom the inception date April 11 , 2005 to March 31, 2008(Unaudited)..........................................................................................................................................................................................................................................6

    Statement of Stockholder's Equity from theinception date April 11, 2005 to March 31,2008.......................................................................................................7

               Notes to FinancialStatements................................................................................................................................................................................................8

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**

**March 31, 2008**

**(Unaudited- Prepared by Managment)**

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

**(Expressed in US Dollars)**

 

** **March 31****June 30** **2008****2007** **(Unaudited)****(Audited)**
**ASSETS****Current Assets**        Cash$69,555$958**Total Current Assets**      69,555      958   Investment in Franchise25,00025,000      Accumulated Amortization      (6,875)      (5,000)       18,125      20,000   Interest in Oil and Gas Properties (Note 4)250,000-   **Total Assets****$337,680****$20,958**   
**LIABILITIES AND STOCKHOLDERS' EQUITY****Current Liabilities**        Accounts payable and accrued liabilities      $16,545      $17,079**Total Current Liabilities**      16,545      17,079                           Shareholder Loan (Note 8)      35,951      25,291**Total Liabilities****51,936****42,370**   
**SHAREHOLDERS' EQUITY (DEFICIT)****Stockholders' Equity (Deficit)**  Capital Stock (Note 6)  Authorized:  75,000,000 common shares at $0.001 par value  Issued and fully paid   6,070,000 common shares at par value6,0705,845Additional paid in capital503,93054,155      Deficit, accumulated during the exploration stage      (224,256)      (81,412)**Total Stockholders' Equity (Deficit)**      285,744      (21,412)   **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY****$337,680****$20,958**   **Approved on Behalf of the Board**  **"Frederick Graham", 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**
**Nine Months**
**April 11**
 
**Ended****Ended**
**Ended**
**2005 to**
 
**March 31,****March 31,**
**March 31,**
**March 31,**
 
**2008****2007**
**2008**
**2008**
**General and Administrative      Expenses**
              
       
             Professional Fees      124,340      -      127,680      165,645      Facilities Costs      3,000      3,000      9,000      36,000      Management Fees      4,111      -      4,111      13,611      Amortization      625      625      1,875      6,875      Regulatory and Transfer Agent Fees      -      375      -      1,545      Bank Charges and Interest      101      33      179      581**Total Expenses**      132,176      4,033      142,845      224,256                                   
**Net Profit (Loss) for the Period**      (132,176)      (4,033)      (142,845)      (224,256)
                             
**Net Loss per Share**                            
Basic Weighted Average Loss Per Share      0.00      0.00              
Fully Diluted Weighted Average Loss Per Share      0.00      0.00              
                             
Weighted Average Number of Shares (Basic      and Diluted)
6,070,000      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**
 
**Nine Months**
**April 11**
 
**Ended**
**2005 to**
 
**March 31,**
**March 31,**
 
**2008**
**2008**
**Cash Provided by (Used for)**
     
     
**Operating Activities**
          
    Net Profit (Loss) for the period    (142,845)    (224,256)    Adjustment for items not requiring the use of cash                  Amortization Expense    1,875    6,875    Changes in non-cash working capital items          
    Accounts Payable and Accrued Liabilities
(533)    16,545
**Cash used for operating activities**    (141,503)    (200,836)
               **Cash used in Investing Activities**              Investment in Franchise    -    (25,000)    Investment in Oil and Gas Properties    (250,000)    (250,000)**Cash used for Investing Activities**    (250,000)    (275,000)               
**Cash from Financing Activities**          
    Issuance of Capital Stock     225    6,070        Paid-In Capital    449,775    503,930
    Loan from Stockholder    10,100    35,391
**Cash provided by financing activities**    460,100    545,391
               
    Cash increase (decrease) during the period    68,597    69,555
               
    Cash, beginning of period    958    -
    Cash, end of period     69,555    69,555               **Supplementary Information**              Interest Paid    -    -    Income Taxes Paid    -    -
**See Accompanying notes**

 
**TORO VENTURES INC.**(A Nevada Corporation)**Statement of Stockholder's Equity (Deficiency)**For the Period Ended April 11, 2005 (Date of      Incorporation) to March 31, 2008**(Unaudited - Prepared by Management)**(Expressed in U.S. Dollars)**Number of**Additional**Retained**Total**Common**Par**Paid-in**Earnings**Stockholders'**Shares**Value**Capital**(Deficit)**EquityCapital Stock Issued for Cash- at $0.001
3,000,000 
3,000 
- 
- 
3,000 - at $0.01
2,500,000 
2,500 
22,500 
25,000 - at $0.10
70,000 
70 
6,930 
7,000 Shares issued for Investment in Franchise
275,000 
275 
24,725 
25,000 Net loss for the period from date of      inception to June 30, 2005
(9,562)
(9,562)**Balance, as at June 30, 2005**
5,845,000 
5,845 
54,155 
(9,562)
50,438 Net loss for the period ended June 30, 2006
(48,096)
(48,096)**Balance, as at June 30, 2006**
5,845,000 
5,845 
54,155 
(57,658)
2,342 Net loss for the period ended June 30, 2007
(23,754)
(23,754)**Balance, as at June 30, 2007**
5,845,000 
5,845 
54,155 
(81,412)
(21,412)Net loss for the period ended September 30,      2007
(3,679)
(3,679)**Balance, as at September 30, 2007**
5,845,000 
5,845 
54,155 
(85,091)
(25,091)Net loss for the period ended December 31,      2007
(6,989)
(6,989)**Balance, as at December 31, 2007**
5,845,000 
5,845 
54,155 
(92,080)
(32,080)Capital Stock issued for Cash
225 
449,775 
450,000 - at $2.00Net loss for the period ended March 31, 2008
(132,176)
(132,176)**Balance, as at March 31, 2008**
6,070,000
6,070 
503,930 
(224,256)
285,744 **See Accompanying Notes
 
**TORO VENTURES INC. 

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited - Prepared by Management)

(Expressed in USA Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2008 

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 on that date, i.e.,11 April 2005.

The Company is in the development stage and through joint ventures is in the process of exploring itsoil and gas properties located in the U.S.A. The recoverability of amounts shownfor oil and gas properties are dependent upon the discovery of economicallyrecoverable reserves, confirmation of the Company's interest in the properties,the ability of the Company to obtain necessary finances to complete thedevelopment and upon future profitable production or proceeds from thedisposition thereof. **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 assets are translated athistorical exchange rates and all income and expenses are translated at average exchange ratesprevailing during the period. Foreign currency translation adjustments are included in income.
**Loss Per Share**
Loss per share has been calculated based on the weighted average number 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, investment in franchise, oil and gas properties, accounts payable andaccrued liabilities and loan from shareholder. 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 that affectthe reported amounts of assets and liabilities and disclosures of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expensesduring 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-up costs andorganizational costs, to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after15 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 has been evaluated for impairmentby using discounted expected cash flows. No impairment of the intangible asset existedand as a result there is no amortization provided in the current period. The impairment, ifany, 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 accumulatedamortization. Amortization is recorded on straight-line basis over the period ofbenefit which is considered to be the asset's finite life of ten years.
**Future Income Taxes**
The company recognizes income taxes using an asset and liability approach.Future income tax assets and liabilities are computed annually for differences between thefinancial statements and bases using enacted tax laws and rates applicable to the periods in which thedifferences are expressed to affect taxable income.
**Year end and Comparative Figures**
The Company has adopted June 30 as its fiscal year end. These unauditedfinancial statements should read in conjunction with the Company's auditedfinancial statements for the year ended June 30, 2007
**3. GOING CONCERN**
The Company's financial statement are prepared using the generally acceptedaccounting principles applicable to a going concern, which contemplates the realizationof assets and liquidation of liabilities in the normal course of business. However, theCompany has not commenced its planned principal operations and has generated no revenues. Inorder to obtain the necessary capital, the Company is in the process of raising funds fromprivate placement subscriptions. The Company is dependent upon its ability to secure equityand/or debt financing and there are no assurances that the Company will be successful, withoutsufficient financing it would be unlikely for the Company to continue as a going concern. 

The sole officer and director is involved in other business activities and may,in the future, become involved in other business opportunities. If a specific business opportunitybecomes available, such persons may face a conflict in selecting between the Company and theirother business interests. The Company has not formulated a policy for the resolution of suchconflicts.
**4. INTEREST IN OIL AND GAS PROPERTIES**
a) By a letter of intent datedMarch 1, 2008, the Company agreed to acquire a 60% working interest in theQuinlan #3 Oil and Gas lease in Pottowatomie County, Oklahoma in considerationfor the payments totaling $450,000.
b) By a turnkey agreement effectively dated March 29, 2008, the Companyacquired a 60% working interest in an oil and gas leases known as the Crown Oiland Gas Lease in Pottowatomie County, Oklahoma for $250,000. 
**5. INVESTMENT IN FRANCHISE**
On May 15, 2005, the company entered into an agreement with a Canadian companyto acquire the right to establish franchise outlets in parts of the People's Republic ofChina. The agreement is for 10 years with an option to renew for an additional 10 years after thetermination of the initial term. The consideration given for the Right is 275,000 common shares. Inaddition 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 valuein the investment, because, the franchise agreement was signed just before the fiscal period endand management performed a calculation using discounted cash flow analysis, to support thelack of impairment. Furthermore, the Company is actively seeking a location for the firstfranchisee in the Provinces of Hubei or Beijing.
 
March 31, 2008
June 30, 2007
Investment In Franchise
25,000
25,000
Accumulated Amortization
6,875
5,000 
18,125
20,000**6. CAPITAL STOCK

Authorized - 75,000,000 commonshares with a par value of $0.001 per share.**Issued - 6,070,000 commonshares at varying subscription prices. 
SHARES 
#
$
For cash
5,795,000
$485,000
For acquisition of franchise
275,000
$25,000
Balance, as of March 31, 2008
6,070,000
$510,000
Although the shares have not been certificated, the By-Laws of the Companytreats all uncertificated shares as certificated.
**7. INCOME TAXES**
The Company has tax losses of $224,256 which may be applied against futuretaxable income. The Company has not recorded a corresponding future tax asset.
**8. LOAN FROM SHAREHOLDER AND RELATED PARTY TRANSACTIONS**
A shareholder has loaned the company $35,391, without interest and fixed term ofrepayment. The loan is unsecured.

 

 

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 March 31, 2008. 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*

The Company is an exploration stage company engaged in theacquisition and exploration of gas and oil properties. The Company is attemptingto acquire interests in the properties and working interests in the productionowned by established oil and gas production companies, whether public orprivate, in the United States oil producing areas. The Company will ensure thatthe production in which it invests is operated to internationally acceptedstandards.

The Company intends to continue to acquire high quality oiland gas properties. The Company sees significant opportunities in acquiringproperties with proven producing reserves and undeveloped acreage in fields thathave a long history of production. The Company will also explore low-riskdevelopment drilling and work-over opportunities with experienced, strongoperators. The Company will attempt to finance oil and gas operations through acombination of privately placed debt and/or equity. There can be no assurancethat the Company will be successful in finding financing, or even if financingis found, that the Company will be successful in acquiring oil and/or gas assetsthat result in profitable operations.
Results of Operations 
The Companyexperienced general and administration expenses of $132,176 for the quarter endedMarch 31, 2008, compared to $4,033 for the quarter ended March 31, 2007. The majority of the expenses were related to professionalfees incurred by the Company, which totaled $124,340 for the quarter.

For the quarter ended March 31, 2008, the company experienced a net loss of $132,176,and of the period  from April 11, 2005 (Inception) to March 31, 2008, the companyexperienced a net loss of $224,256.
Liquidity and Capital Resources 
During the three month periodended March 31, 2008, the Company satisfied its working capital needs byusing cash generated from operations and equity from shareholder's initial seedfinancing. As of March 31, 2008, the Company has cash on hand in the amountof $69,555. 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 sole officerand director 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 May 14, 2008
 
May 14, 2008/s/ "Frederick Graham" Mr. Frederick Graham, President   **********************************************

**