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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________
to______________

Commission file number 000-52499

DEL TORO SILVER CORP.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 98-0515290                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Suite 400  409 Granville Street                                     |                                     
|Vancouver, British Columbia, Canada                                  | V6C 1T2                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
604.678.2531

Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value
  (Title of class)

Indicate by checkmark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [  
]     No [X]

Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [ 
 ]     No [X]

Indicate by checkmark whether the registrant has (1) 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. Yes [X]     No
[   ]

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2

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes [   ]     No [   ]

Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

Indicate by checkmark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
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 [   ]
    
    Accelerated
      filer                  
      [   ]Non-accelerated filer   [   ]
    (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 Act). Yes [ 
 ]     No [X]

State  the aggregate market value of the voting and non-voting common equity held by non-affiliates  computed by reference to the price at which the common equity was last sold, or  the average bid and asked price of such common equity, as of the last business  day of the registrant’s most recently completed second fiscal quarter:  $365,929  based on a price of $0.11 per share, being the average bid and asked price of  such common equity on the OTC Bulletin Board as of April 30, 2010.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY 
  PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [ 
 ]     No [   ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
12,535,135 shares of common stock as of February 11, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

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3

Part I

Forward Looking Statements.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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,
expect, plan, anticipate, believe, estimate, predict, 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 and the risks set out below, any of which may cause our companys
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. These risks include, by way of example and not in
limitation:

- risks and uncertainties relating to the interpretation of sampling
  results, the geology, grade and continuity of mineral deposits;
- risks and uncertainties that results of initial sampling and mapping will
  not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labor disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration activities;
- risks related to the inherent uncertainty of cost estimates and the
  potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our limited history;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration project;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post-closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our mineral property and business
  strategy

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. 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 financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
stock refer to the common shares in our capital stock.

As used in this annual report, the terms we, us, our, and
Del Toro mean Del Toro Silver Corp., unless the context clearly requires
otherwise.

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4

ITEM 1. BUSINESS

General

Del Toro Silver Corp (the Company) was incorporated on
January 9, 2006 as Candev Resource Exploration, Inc. under the laws of the State
of Nevada and extraprovincially registered under the laws of the Province of
British Columbia on August 15, 2006. Effective July 28, 2009, the Company
completed a merger with its wholly owned subsidiary, Del Toro Silver Corp., a
Nevada corporation which was incorporated on July 7, 2009 solely to change the
Companys name to Del Toro Silver Corp. On August 14, 2009, the name change
became effective with the Over-the-Counter Bulletin Board at the opening for
trading on August 14, 2009 under the new stock symbol DTOR.

We are presently an exploration stage company focused on
conducting exploration activities on our Dos Naciones Property in Mexico and
exercising our option under the Option Agreement with Yale Resources Ltd. dated
July 7, 2009, as amended June 25, 2010 and October 21, 2010. The Dos Naciones
Property is located approximately 140 km north northeast of the city of
Hermosillo, in north-central Sonora, Mexico and is approximately 75 km southwest
of the important Cananea mining district. The Dos Naciones Property is comprised
of one mineral concession that covers approximately 2,391 hectares. See Our
Current Business, below.

The Companys head office is located at Suite 400  409
Granville Street, Vancouver, BC V6C 1T2, Tel: (604) 678-2531, Fax: (604)
678-2532. The Companys registered office is located at the same address.

Recent Corporate Developments

Since the commencement of our fourth quarter ended October 31,
2010, we experienced the following significant corporate developments:

|1. | Effective August 2, 2010, we signed a letter of intent
      with Mayo Gold Ltd., a private exploration company to acquire a fifty
      percent undivided interest in Mayo Golds San Marcial and Papago
      Properties (the Properties) in the Sonora State. The Property
      concessions total approximately 26,820 hectares in the Sonoran gold belt
      of which previous work completed include mapping, sampling, geochemistry
      and 1,500 meters of drilling. A Technical Report (NI 43-101 compliant) was
      completed in May, 2007 by Scott Wilson Roscoe Postle and Associates Inc.
      The transaction was subject to the parties entry into a definitive
      agreement with customary terms on or before October 29, 2010. Following
      completion of the Companys due diligence, the Company determined in
      September, 2010 not to proceed with the Mayo Gold project.                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Effective September 7, 2010 we adopted our 2010 Stock
      Option Plan. The purpose of our 2010 Stock Option Plan is to retain the
      services of valued key employees and consultants of our company. Under the
      plan, the plan administrator is authorized to grant stock options to
      acquire up to a total of 5,000,000 shares of our common stock. Also on
      September 7, 2010 we granted options to acquire an aggregate of 1,500,000
      shares of common stock to each of our directors Mark McLeary, Ezra Jiminez
      and Richard Tschauder. Each director received 500,000 non qualified stock
      options exerciseable to acquire shares of the Companys common stock at a
      price of $0.10 per share until September 7, 2012. All of the options vest
      immediately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | Effective September 8, 2010 we closed a convertible debt
      financing with Asher Enterprises, Inc. pursuant to a securities purchase
      agreement dated August 25, 2010. Under the terms of the Agreement we
      issued an 8% convertible note of the Company, in the aggregate principal
      amount of $55,000 (the Note), which Note matures on May 27, 2011 and may
      be converted into shares of the Companys common stock at a rate of 58% of
      the market price on any conversion date, any time after 180 days from
      August 25, 2010, subject to adjustments as further set out in the Note.
      The Company has the right to prepay the Note within 180 days of August 25,
      2010, in consideration of the payment of an amount in cash equal to 150%,
      multiplied by the sum of: the then outstanding principal amount of the
      Note plus accrued and unpaid interest on the unpaid principal. The Company
      received the $55,000 principal under the Note on September 8, 2010. The
      Note was issued to Asher Enterprises, Inc. pursuant to Rule 506 of
      Regulation D of the Securities Act of 1933 on the basis that they
      represented to the Company that they were an accredited investor as such
      term is defined in Regulation D.

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5

|4. | We entered into an amendment agreement with Yale
      Resources Ltd. dated as of October 21, 2010 pursuant to which we amended
      the Option Agreement with Yale dated July 7, 2009, as amended on June 25,
      2010. Pursuant to the terms of the amended agreement Yale agreed to grant
      Del Toro an option the option to acquire a further 20% interest in the
      Property (for a total of 70%) in consideration of the issuance of a
      further 250,000 common shares upon signing of the agreement and additional
      400,000 shares of common stock of Del Toro to Yale on or before July 7,
      2012. Under the terms of the amendment Yale also agreed to rescind its
      option to repurchase the property during the option period. We issued the
      securities to Yale in an offshore transaction relying on Regulation S
      and/or Section 4(2) of the Securities Act of 1933.                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | In October, 2010 we announced that we expanded the
      Josefina target at Dos Naciones. Fieldwork completed by the Company was
      successful in identifying multiple new exposures of veins as well as a
      historic working that was previously unknown. The Josefina target now
      consists of a series of at least six sub-parallel veins with the core of
      the silver/lead system having been traced along surface for approximately
      600 meters along strike and over 250 meters wide. Highlights from the 38
      samples submitted are channel chip samples from the interior of the
      Josefina working returning 129g/t Ag with 5.23% Pb over 1.0 meters and
      105g/t Ag with 4.21% Pb over 0.50 meters.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | In December, 2010 we completed an ASTER (Satellite
      Imaging) study on the Dos Naciones property and surrounding mines, and
      continued our field work consisting of detailed geological mapping,
      sampling and prospecting towards identifying drill targets. A follow up
      field program in the area was commenced in January, 2011 to expand the
      mapping and sampling of the surrounding areas based on the ASTER report
      study. Based on the results of our past field program we intend to
      commence a drill program in April, 2011 on the La Espanola target to
      obtain further information on mineralization occurrences on the
    area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | Effective December 3, 2010, we issued 2,000,000 units at
      a price of $0.10 per unit for gross proceeds of $200,000. Each unit
      consisted of one share of common stock and one share purchase warrant
      entitling the warrant holder to purchase an additional share of common
      stock at a price of $0.25 per share for a period of two years from
      closing. We issued an aggregate of 1,930,000 units to twenty-seven
      subscribers that each represented that they were not a US person (as that
      term is defined in Regulation S of the Securities Act of 1933, as amended)
      in an offshore transaction pursuant to Regulation S and/or Section 4(2) of
      the Securities Act of 1933, as amended. We issued an additional 70,000
      units to two U.S. persons, who represented that they were accredited
      investors (as that term is defined in Rule 501 of Regulation D,
      promulgated by the Securities and Exchange Commission pursuant to the
      Securities Act of 1933, as amended, pursuant to Rule 506 of Regulation D
      and/or Section 4(2) of the Securities Act of 1933, as amended.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | Effective February 3, 2011, Richard Tschauder resigned as
      a director of the Company. The resignation was not as a result of any
      disagreement relating to the Companys operations, policies or
      practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Our Current Business

We are presently an exploration stage company focused on
conducting exploration activities on our Dos Naciones Property in Mexico and
exercising our option under the Option Agreement with Yale Resources Ltd. dated
July 7, 2009, as amended June 25, 2010 and October 21, 2010. The Dos Naciones
Property is located approximately 140 km north northeast of the city of
Hermosillo, in north-central Sonora, Mexico and is approximately 75 km southwest
of the important Cananea mining district. The Dos Naciones Property is comprised
of one mineral concession that covers approximately 2,391 hectares.

Del Toro received a technical report dated March 25, 2009 from
its consulting geologist David J. Pawliuk respecting the Dos Naciones Property.
Pursuant to the report, Mr. Pawliuk recommended a three phase exploration
program on the Dos Naciones Property to explore potential mineralization on the
property. The report found that Dos Naciones Property hosts different styles of
significant metallic mineralization and that economic concentrations of silver
and lead occur in quartz veins at both the Josefina and the Dos Naciones
occurrence areas within the property.

We intend to conduct a three phase exploration program on the
Dos Naciones Property at an aggregate estimated cost of $450,000 subject to
receiving additional financing. The first phase of our exploration program
commenced in July, 2010. The first phase consists of detailed geological
mapping, sampling, hand trenching and prospecting. In July, 2010 the Companys
operator on the Dos Naciones property engaged geological consultants to conduct
mapping and sampling on the property.

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6

The Company has submitted
38 samples from the July/August work program to an assay lab to confirm the
sampling results. The Company is also conducting a satellite imaging study on
the Dos Naciones Property and the surrounding area. If the results of the first
phase of our exploration program warrant the continuation into the second phase
of the program, we intend to conduct the second phase of the program consisting
of diamond drilling and IP surveys of the entire property. The second phase is
anticipated to cost approximately $174,000. If the results of the second phase
of our exploration program warrant the continuation into the third phase of the
program, we intend to conduct the third phase of the program consisting of
further diamond drilling of identified IP anomalies from Phase II at an
estimated cost of $180,000.

In October, 2010, fieldwork completed by the Company was
successful in identifying multiple new exposures of veins as well as a historic
working that was previously unknown. The Josefina target now consists of a
series of at least six sub-parallel veins with the core of the silver/lead
system having been traced along surface for approximately 600 meters along
strike and over 250 meters wide. Highlights from the 38 samples submitted are
channel chip samples from the interior of the Josefina working returning 129g/t
Ag with 5.23% Pb over 1.0 meters and 105g/t Ag with 4.21% Pb over 0.50 meters.

In December, 2010 we completed an ASTER (Satellite Imaging)
study on the Dos Naciones property and surrounding mines, and continued our
field work consisting of detailed geological mapping, sampling and prospecting
towards identifying drill targets. A follow up field program in the area was
commenced in January, 2011 to expand the mapping and sampling of the surrounding
areas based on the ASTER report study. Based on the results of our past field
program we intend to commence a drill program in April, 2011 on the La Espanola
target to obtain further information on mineralization occurrences on the area.
Our plan of operation is to carry out exploration work on our Dos Naciones
Property in order to ascertain whether it possesses commercially exploitable
quantities of gold, silver, and other metals. We intend to primarily explore for
gold, silver, and copper but if we discover that our mineral property holds
potential for other minerals that our management determines are worth exploring
further, then we intend to explore for those other minerals. We will not be able
to determine whether or not the Dos Naciones Property contains a commercially
exploitable mineral deposit, or reserve, until appropriate exploratory work is
done and an economic evaluation based on that work indicates economic viability.

We have commenced the initial phase of exploration on our Dos
Naciones Property. Once we complete each phase of exploration, we will make a
decision as to whether or not we proceed with each successive phase based upon
the analysis of the results of that program. Our management will make these
decisions based upon the recommendations of the independent geologist who
oversees the program and records the results.

Acquisition of Dos Naciones Property

Effective July 9, 2009, we completed the acquisition of a 50%
undivided interest, and the Option to acquire a further 20% interest in, the Dos
Naciones Property, located in state of Sonora, Mexico, in accordance with the
terms of the Property Option Agreement with Yale dated July 7, 2009 as amended
June 25, 2010 and October 21, 2010. In consideration of the transfer of a 50%
undivided interest in the Property, we paid a purchase price of CAD$35,000. To
exercise the Option to acquire a further 20% interest in the Property, we are
required to issue securities of Del Toro and fund the Expenditures on the Dos
Naciones Property in the following manner:

|Date                                               | Cash          | Shares           | Exploration 
|-------------------------------------------------- | ------------- | ---------------- | ------------
|                                                   |               |                  | Expenditures
|Year 1  on signing date of
      Option Agreement | $35,000(paid) |                  |             
|Year 2  on or before July 7, 2010                 |               | 350,000 (issued) |             
|Year 3  on or before July 7,
      2011           |               | 250,000 (issued) |             
|Year 4  on or before July 7, 2012                 |               | 400,000          | $800,000    

If we exercise the Option, the parties will be deemed to enter
into a joint venture agreement with Yale (the Joint Venture Agreement) in
accordance with the terms of the Option Agreement. During the Option Period, the
operator on the Dos Naciones Property is Yale. The operator may delegate any
management duties and responsibilities it deems necessary for the operation of
the Dos Naciones Property and will be paid a management fee equal to fifteen percent (15%) of the Expenditures incurred
on the Dos Naciones Property provided that such payments to Yale may be offset
by any management fees that Yale receives under the Joint Venture Agreement such
that Yale will only receive total management fees under the Joint Venture
Agreement and the Option Agreement equal to fifteen percent (15%) of
Expenditures incurred on the Dos Naciones Property. The operator agrees to
provide to the other party an accounting of such management fees on a regular
basis or whenever requested by the other party. During the Option Period, Yale
and Del Toro agree they will have mutual voting power.

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7

Competition

We are a junior mineral resource exploration company. We
compete with other mineral resource exploration companies for financing and for
the acquisition of new mineral properties. Many of the mineral resource
exploration companies with whom we compete have greater financial and technical
resources than those available to us. Accordingly, these competitors may be able
to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford more geological expertise in
the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to achieve the financing
necessary for us to conduct further exploration of our mineral properties.

We also compete with other junior mineral resource exploration
companies for financing from a limited number of investors that are prepared to
make investments in junior mineral resource exploration companies. The presence
of competing junior mineral resource exploration companies may impact on our
ability to raise additional capital in order to fund our exploration programs if
investors are of the view that investments in competitors are more attractive
based on the merit of the mineral properties under investigation and the price
of the investment offered to investors. We also compete with other junior and
senior mineral resource exploration companies for available resources,
including, but not limited to, professional geologists, camp staff, helicopter
or float planes, mineral exploration supplies and drill rigs.

Governmental Regulations

In Mexico, mineral resources belong to the Mexican nation and
all mining activity requires a concession from the federal government. A
concession is granted over free land, pursuant to the first in time, first right
principle, which establishes that the first person to request a concession over
a portion of land will have the right to the same, provided all other
requirements under the Mining Law of Mexico and its associated regulations are
met.

A concession owner can perform:

- exploration works on the ground to identify mineral deposits and
  quantifying and evaluating economically viable reserves and accordingly
  perform work to develop areas containing mineral deposits; and
- exploitation works to detach and extract minerals from such deposits.

Only Mexican nationals or legal entities incorporated under
Mexican law may hold concessions, although there are no restrictions on foreign
ownership of such entities. Mining concessions are granted for 50 years, and can
be renewed for another 50 years. The main obligations to keep them are the
semi-annual payment of mining duties (taxes), based on the surface area of the
concession, and the performance of work in the areas covered by the concessions,
which is evidenced by minimum expenditures or by the production of ore.

In connection with mining and exploration activities in the Dos
Naciones Property, we are subject to extensive Mexican federal, state and local
laws and regulations governing the protection of the environment, including laws
and regulations relating to protection of air and water quality, hazardous waste
management and mine reclamation as well as the protection of endangered or
threatened species.

Currently, we are not required to submit any environmental
impact statement to the Mexican government for our proposed three phase
exploration program on the Dos Naciones Property because exploration activities
such as mapping and sampling do not require the preparation of the environmental
impact statement. However, if, after we conduct our three phase exploration
program on the Dos Naciones Property, we decided to conduct a full drilling
program, we will have to prepare the environmental impact statement to be
submitted to the Mexican government, which will describe the anticipated environmental impact of our
planned drilling program, as well as outlining our planned actions to minimize
any potential environmental damage. Studies required to support the
environmental impact statement include a detailed analysis of the area, among
others: soil, water, vegetation, wildlife, cultural resources and socio-economic
impacts.

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8

In reviewing the environmental impact statement, the Mexican government
looks at potential impact on national Mexican environment, as well as reviewing
for local concerns such as proximity to water supplies or potential interference
with local farms. The Mexican government has ten days to respond after we file
the environmental impact statement, and if it does not respond, authorization is
deemed to have been granted. If the Mexican government does respond, then the
time within which authorization will be granted can be increased to six to
twelve months or longer. It is also possible that no authorization will be
granted if the Mexican government is not satisfied that appropriate measure will
be taken to protect the environment.

Employees

Currently our employees are our directors and officers, Mark
McLeary and Ezra Jimenez. We do not expect any material changes in the number of
employees over the next 12 month period. We anticipate that we will be
conducting most of our business through agreements with consultants and third
parties. Our officers and directors do not have employment agreements with us.

Subsidiaries

Our sole subsidiary is Minera Plata Del Toro S.A. de C.V. a
Mexican corporation.The subsidiary is wholly owned by Del Toro.

Intellectual Property

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

ITEM 1A. RISK FACTORS

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

Risks Associated with Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business could
fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a reserve that meets the requirements of the
Securities and Exchange Commissions Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any reserve and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control, and any of them could increase
costs and make extraction of any identified mineral resource unprofitable.

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9

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. Current laws and regulations could
be amended and we might not be able to comply with them, as amended. Further,
there can be no assurance that we will be able to obtain or maintain all permits
necessary for our future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are required and are not
obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource, and our business could fail.

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all the hazards
and risks inherent in the exploration for mineral resources and, if we discover
a mineral resource in commercially exploitable quantity, our operations could be
subject to all of the hazards and risks inherent in the development and
production of resources, including liability for pollution, cave-ins or similar
hazards against which we cannot insure or against which we may elect not to
insure. Any such event could result in work stoppages and damage to property,
including damage to the environment. We do not currently maintain any insurance
coverage against these operating hazards. The payment of any liabilities that
arise from any such occurrence would have a material adverse impact on our
company.

Mineral prices are subject to dramatic and unpredictable
fluctuations.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver and copper. The price of those commodities has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the price of base and
precious metals,

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10

and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims. If
we cannot continue to acquire properties to explore for mineral resources, we
may be required to reduce or cease operations.

The mineral exploration, development, and production industry
is largely un-integrated. We compete with other exploration companies looking
for mineral resource properties. While we compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we
will not compete with them for the removal or sales of mineral products from our
properties if we should eventually discover the presence of them in quantities
sufficient to make production economically feasible. Readily available markets
exist worldwide for the sale of mineral products. Therefore, we will likely be
able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.

If our costs of exploration are greater than anticipated,
then we may not be able to complete the exploration program for our Dos Naciones
Property without additional financing, of which there is no assurance that we
would be able to obtain.

We are proceeding with the initial stages of exploration on our
Dos Naciones Property. We intend to carry out an exploration program that has
been recommended by a consulting geologist. This exploration program outlines a
budget for completion of the recommended exploration program. However, there is
no assurance that our actual costs will not exceed the budgeted costs. Factors
that could cause actual costs to exceed budgeted costs include increased prices
due to competition for personnel and supplies during the exploration season,
unanticipated problems in completing the exploration program and delays
experienced in completing the exploration program. Increases in exploration
costs could result in our not being able to carry out our exploration program
without additional financing. There is no assurance that we would be able to
obtain additional financing in this event.

Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.

We are in the initial stage of exploration of our mineral
property, and thus have no way to evaluate the likelihood that we will be
successful in establishing commercially exploitable reserves of gold, silver or
other valuable minerals on our Dos Naciones Property. The search for valuable
minerals as a business is extremely risky. We may not find commercially
exploitable reserves of gold, silver or other valuable minerals in our mineral
property. Exploration for minerals is a speculative venture necessarily
involving substantial risk. The expenditures to be made by us on our exploration
program may not result in the discovery of commercial quantities of ore. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. Problems such
as unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. In such a
case, we would be unable to complete our business plan.

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

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our Dos Naciones Property, 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. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment in this
offering.

Because access to our mineral property is often restricted
by inclement weather, we may be delayed in our exploration and any future mining
efforts.

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Access to the mineral property is restricted to the period
between August to March of each year because the period between April and July
are typically rainy season in the area. We can attempt to visit, test or explore
our mineral property only when weather permits such activities. These
limitations can result in significant delays in exploration efforts, as well as
in mining and production in the event that commercial amounts of minerals are
found. Such delays can cause our business to fail.

As we undertake exploration of our mineral property, we will
be subject to compliance with government regulation that may increase the
anticipated time and cost of our exploration program, which could increase our
expenses.

We will be subject to the mining laws and regulations in Mexico
as we carry out our exploration program. We will be required to pay mining taxes
to the Mexican government. We will be required to prove our compliance with
relevant Mexican environmental and workplace safety laws, regulations and
standards by submitting receipts showing the purchase of equipment used for
workplace safety or the prevention of pollution or the undertaking of
environmental remediation projects before we are able to obtain drilling
permits. If our exploration activities lead us to make a decision to go into
mining production, before we initiate a major drilling program, we will have to
obtain an environmental impact statement authorization. This could potentially
take more than 10 months to obtain and could potentially be refused. New
regulations, if any, could increase our time and costs of doing business and
prevent us from carrying out our exploration program. These factors could
prevent us from becoming profitable.

Because our executive officers have limited experience in
mineral exploration and do not have formal training specific to the
technicalities of mineral exploration, there is a higher risk that our business
will fail.

Our executive officers have limited experience in mineral
exploration and do not have formal training as geologists or in the technical
aspects of management of a mineral resource exploration company. As a result of
this inexperience, there is a higher risk of our being unable to complete our
business plan for the exploration of our mineral property. With no direct
training or experience in these areas, our management may not be fully aware of
many of the specific requirements related to working within this industry. Our
decisions and choices may not take into account standard engineering or
managerial approaches mineral resource exploration companies commonly use.
Consequently, the lack of training and experience of our management in this
industry could result in management making decisions that could result in a
reduced likelihood of our being able to locate commercially exploitable reserves
on our mineral property with the result that we would not be able to achieve
revenues or raise further financing to continue exploration activities. In
addition, we will have to rely on the technical services of others with
expertise in geological exploration in order for us to carry out our planned
exploration program. If we are unable to contract for the services of such
individuals, it will make it difficult and maybe impossible to pursue our
business plan. There is thus a higher risk that our operations, earnings and
ultimate financial success could suffer irreparable harm and our business will
likely fail.

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

Mark McLeary our president and chief executive officer devotes
approximately 30% of his working time on providing management services to us and
Ezra Jimenez our chief financial officer devotes approximately 20% of his
working time on providing management services to us.If the demands on
our executive officers from their other obligations increase, they may no longer
be able to devote sufficient time to the management of our business. This could
negatively impact our business development.

Risks Related to Our Company

We have a limited operating history on which to base an
evaluation of our business and prospects.

We have been in the business of exploring mineral resource
properties since January 2006 and we have not yet located any mineral reserve.
As a result, we have never had any revenues from our operations. In addition,
our operating history has been restricted to the acquisition and exploration of
our mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. We therefore expect to continue to incur significant losses into the
foreseeable future.

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We recognize that if we are unable to
generate significant revenues from mining operations and any dispositions of our
properties, we will not be able to earn profits or continue operations. At this
early stage of our operation, we also expect to face the risks, uncertainties,
expenses and difficulties frequently encountered by companies at the start up
stage of their business development. We cannot be sure that we will be
successful in addressing these risks and uncertainties and our failure to do so
could have a materially adverse effect on our financial condition. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations.

The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
incorporation and we anticipate that we will continue to incur operating
expenses without revenues unless and until we are able to identify a mineral
resource in a commercially exploitable quantity on one or more of our mineral
properties and we build and operate a mine. At October 31, 2010, we had working
capital deficit of $27,316. We incurred a net loss of $514,001 for the year
ended October 31, 2010 and $828,206 since inception. We will require additional
financing to sustain our business operations if we are not successful in earning
revenues once exploration is complete. If our exploration programs are
successful in discovering reserves of commercial tonnage and grade, we will
require significant additional funds in order to place the Dos Naciones Property
into commercial production. Should the results of our planned exploration
require us to increase our current operating budget, we may have to raise
additional funds to meet our currently budgeted operating requirements for the
next 12 months. As we cannot assure a lender that we will be able to
successfully explore and develop our mineral properties, we will probably find
it difficult to raise debt financing from traditional lending sources. We have
traditionally raised our operating capital from sales of equity and debt
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot raise the money that we need to continue exploration of our
mineral properties, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.

These circumstances lead our independent registered public
accounting firm, in their report dated February 7, 2011, to comment about our
companys ability to continue as a going concern. When an auditor issues a going
concern opinion, the auditor has substantial doubt that the company will
continue to operate indefinitely and not go out of business and liquidate its
assets. These conditions raise substantial doubt about our companys ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event our company cannot continue in existence. We continue to
experience net operating losses.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices, due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. 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 in a form prepared by the
Securities and Exchange Commission which provides information about penny stocks
and the nature and level of risks in the penny stock market.

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The broker-dealer
also must 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. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customers confirmation. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from these rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in, and limit the marketability of, our common
stock.

The Financial Industry Regulatory Authority sales practice
requirements may also limit a stockholders ability to buy and sell our
stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority, which we refer to as FINRA, has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low-priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
shares of our common stock.

ITEM
2.           PROPERTIES.

Executive Offices

As of the date of this report, our executive offices consist of
200 square feet located at 400 - 409 Granville Street Vancouver, British
Columbia V6C 1T2, Canada. We rent the office at a rate of $616 per month on a
month to month basis. We believe that our office space and facilities are
sufficient to meet our present needs and do not anticipate any difficulty
securing alternative or additional space, as needed, on terms acceptable to
us.

Mineral Properties

We own a 50% undivided interest in the Dos Naciones Property
and have the option to acquire an additional 20% pursuant to the terms of our
Option Agreement, as amended June 25, 2010 and October 21, 2010, with Yale
Resources Ltd. The mineral concession that forms the Dos Naciones property was
staked by Minera Alta Vista, S.A. de C.V. (Minera Alta Vista), a Mexican company
that is a subsidiary of Yale Resources Ltd. Mineral concession Dos Naciones,
number 230649, was registered September 28, 2007 and expires September 27, 2057.
The concession is registered by the Government of Mexico in Book 366 Page 155
Act 309. This exploration concession covers an area of 2930.8269 ha, and is
currently registered in the name of Minera Alta Vista, S.A. de C.V. Title to the
concession is currently held in the name of Minera Alta Vista, upon exercise of
the Option by Del Toro, title to 70% of the concession will be transferred to
Del Toros wholly owned Mexican subsidiary. The Dos Naciones mineral concession
lies within the municipalities of Opodepe and Cucurpe, Sonora. Payments of
$12,146 pesos are paid every semester, i.e., twice per year, to the Government
of Mexico in order to maintain the rights to the mineral concession. Our joint
venture partner Yale Resources Ltd. has spent approximately $150,000 on property
exploration to date.

Technical Report

Del Toro received a technical report dated March 25, 2009 from
its consulting geologist David J. Pawliuk, P. Geo, respecting the Dos Naciones
property. Pursuant to the report, Mr. Pawliuk recommended a three phase
exploration program on the Dos Naciones Property to explore potential
mineralization on the property. The report found that Dos Naciones Property hosts different styles of metallic
mineralization and that economic concentrations of silver and lead occur in
quartz veins at both the Josefina and the Dos Naciones occurrence areas within
the property.

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The report also concluded that there were extensive areas of
skarn occur within the Dos Naciones property at the La Espanola area, and at the
Dos Naciones occurrence area. These skarns contain economic concentrations of
copper, silver and gold. Skarns often form around the periphery of porphyry
copper mineralization systems. A lead- and silver-bearing quartz vein occurs
along a fault that strikes 130 degrees and dips 55 degrees to the northeast at
the east side of the Dos Naciones occurrence area; this vein is approximately
parallel the mineralized quartz veins at Josefina. The report further concluded
that the geological setting of the Dos Naciones property area is favourable for
bulk-tonnage porphyry copper deposits.

The report recommended a three phase exploration program on the
Dos Naciones Property at an aggregate estimated cost of $450,000. The first
phase of our exploration program consisted of detailed geological mapping,
sampling, hand trenching and prospecting. In July, 2010 the Companys operator
on the Dos Naciones property engaged geological consultants to conduct mapping
and sampling on the property. The Company intends to submit the sample results
from the summer work program to an assay lab to confirm the sampling results. If
the results of the first phase of our exploration program warrant the
continuation into the second phase of the program, we intend to conduct the
second phase of the program consisting of diamond drilling and IP surveys of the
entire property. The second phase is anticipated to cost approximately $174,000.
If the results of the second phase of our exploration program warrant the
continuation into the third phase of the program, we intend to conduct the third
phase of the program consisting of further diamond drilling of identified IP
anomalies from Phase II at an estimated cost of $180,000.

Description of Property, Location, Means and Access

The Dos Naciones Property is located approximately 140 km north
northeast of the city of Hermosillo, in north-central Sonora, Mexico (See Figure
1 below). The Dos Naciones Property is located approximately 75 km southwest of
the important Cananea mining district (Figure 1). The Dos Naciones Property is
comprised of one mineral concession, or lote, that covers approximately 2,391
hectares. The Dos Naciones mineral concession measures approximately 5 km
east-west by 5 km north-south; it surrounds the CRUZ concession, which covers
an area of 100 hectares. The Dos Naciones Property is accessible via a gravel
road that leads to Rancho Los Janos; this gravel road leads southward from the
paved road between Magdalena de Kino and the village of Los Janos. The turnoff
southwards to Rancho Los Janos is about 10 km east of the village of Cucurpe.
Four-wheel-drive roads extend southwards beyond the ranch buildings and provide
good access to all parts of the property. About 3 hours is required to drive
from Hermosillo to the Dos Naciones Property.

There is a turf airstrip about 850 m long within the northeast
corner of the concession area. However, this airstrip has been de-activated by
erecting fence posts at intervals along the length of the airstrip, in order to
prevent its use. There is an electrical powerline extending north from the
village of Cucurpe to the Mina Santa Gertrudis, a former gold-producing mine
located about 45 km north of the Dos Naciones Property. Cucurpe is about 20 km
northwest of the Dos Naciones Property.

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Figure 1  Location of Dos Naciones Claim



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Climate, Local Resources, Infrastructure And
Physiography

The climate within the property area is semi-arid, typical of
higher elevations in the Sonoran desert. Seasonal rains occur between April and
July. The local ranchers have constructed dams along creek drainages within the
property area, to collect runoff water for their livestock. Magdalena de Kino is
the nearest community with fuel and full services. Magdalena de Kino is situated
along the Pan-American Highway about 85 km south of the United States border at
Nogales. The Dos Naciones Property area forms part of the Sierra El Jucaral, a
north northwest trending mountain range on the western fringe of the Sierra
Madre de Occidental. Elevations range between 1,140 and 1,690 m a.s.l. within
the property area. The hillsides are moderately steep and thinly forested by
scrub oak trees. Rock outcrop is exposed over about 10 to 20 per cent of the Dos
Naciones Project property area.

North-central Sonora has undergone intermittent exploration
since the time of the copper discoveries at Nacozari in 1660 and at Cananea in
1760 (Heylmun, 1996). Northern Sonora is one of the most important mining areas
in Mexico. A variety of different types of mineral deposits have been mined
within the region, including porphyry copper deposits at Cananea and Nacozari,
Carlin-type gold deposits at Santa Gertrudis and Amelia, and gold-silver veins
at Klondike and Las Chispas (Heylmun, 1996; Figure 1).

History of Exploration

Silver- and lead-bearing quartz veins have been mined in at
least two places on the Dos Naciones property, at Josefina and at the Dos
Naciones occurrence area. Historic workings on the Dos Naciones property include
pits and short adits excavated to extract copper from skarns. Silver- and
lead-bearing quartz veins have been mined at the Dos Naciones occurrence area,
in the southwest corner of the Dos Naciones property. There is a 30 m deep shaft
excavated within granitic intrusive rock at the Dos Naciones occurrence area.
From the size of the mine dump piles, the writer estimates that at least 1,000
tonnes of vein material has been mined at Dos Naciones occurrence area. There
has been limited historic mining of the copper- and iron-bearing skarns at the
Dos Naciones occurrence area. One skarn body in this area extends across 100 m
by 20 m, and the other skarn body is 180 m long by 75 m wide.

La Espanola area is on the eastern side of the Dos Naciones
property. Minera Alta Vista has determined that six drillholes have been
completed in the La Espanola area. Anecdotal evidence suggests that these holes
were drilled during the 1990s by Penoles, the largest mining company in Mexico.
The results of this drilling are unknown to the Companys consulting geologist.
Minera Alta Vista is currently seeking additional information pertaining to
these drill holes.

The most recent known exploration work on the Dos Naciones
property was geological mapping and geochemical rock sampling by Minera Alta
Vista, S.A. de C.V., a wholly owned subsidiary of Yale Resources Ltd. The
geochemical rock sampling was mainly done in areas of historic workings within
the property area. Results of this work indicated that economic concentrations
of silver and lead are present in quartz veins which occur at two places on the
property.

Geological Setting and Mineralization

The economic mineralization encountered to date on the Dos
Naciones Project property is quartz veins containing galena, silver and minor
gold. In addition, skarn or calc-silicate rocks at Dos Naciones locally contain
gold, silver and copper. Thus, there have been at least two episodes of gold and
silver mineralization at the Dos Naciones Property.

The geological setting of the Dos Naciones property is
favourable for economic porphyry copper deposits. The Dos Naciones Project
property area is within the Cananea district of northern Sonora. The Cananea
district was mapped by Teran Martinez et al. (1999) of the Servicio Geologico
Mexicano at 1:250,000 scale. A wide variety of sedimentary, igneous and
metamorphic rocks of various ages occur in the region; the geologic history of
this region is relatively complex. The oldest rock units within the property
region are gneisses of Early Proterozoic age that belong to the Bamori
Metamorphic Complex, which formed as a result of the Mazatazal Orogeny. These
gneisses occur about 15 km to the south, and to the southeast, of the Dos
Naciones property area. Granite of Proterozoic age is also exposed south of the
property.

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17

Areas of Cambrian age quartzite have been mapped within the Dos
Naciones property. The next youngest rocks are extensive sedimentary and
volcanic rocks of Jurassic age. These include rhyolite and sandstone of possible
Early Jurassic age and younger sandstone, siltstone, argillite and minor
limestone of Late Jurassic age; andesite flows are locally interstratified with
the Late Jurassic sedimentary rocks. Late Jurassic sandstone hosts most of the
gold and silver occurrences northeast of Cucurpe. Limestone and shale of
Cretaceous age overlie the Late Jurassic sedimentary rocks to the west of the
Dos Naciones property. The stratified rock units are intruded by a large body of
granodiorite and granite of Late Cretaceous and Early Tertiary age known as the
Laramide Batholith. Cretaceous-aged limestone and shale are overlain by Tertiary
rhyolite to the east of Dos Naciones. Tertiary conglomerate covers much of the
property region, especially the sides of the wide, northerly trending valleys.
Regional deformation has resulted in numerous faults crosscutting the Dos
Naciones Property area. Most of these faults have likely been reactivated at
different times. Regional-scale, northerly trending normal faults indicate that
east-west crustal extension has occurred since the Tertiary Period.

Mineralization

The economic mineralization encountered to date on the Dos
Naciones Project property is quartz veins containing galena, silver and minor
gold. In addition, skarn or calc-silicate rocks at Dos Naciones locally contain
gold, silver and copper. Thus, there have been at least two episodes of gold and
silver mineralization at the Dos Naciones property. The geological setting of
the Dos Naciones property is favourable for economic porphyry copper deposits.

Dos Naciones Occurrence Area

Silver- and lead-bearing quartz veins have been mined at the
Dos Naciones occurrence area, in the southwest corner of the Dos Naciones
property. There is a 30 m deep shaft excavated within granitic intrusive rock at
the Dos Naciones occurrence area, which shows the geology and sampling at the
Dos Naciones occurrence area. No vein is exposed in the sides of the shaft
opening, and David Pawliuk did not attempt to enter the shaft. The size and
attitude of the mineralized vein in these underground workings is unknown.
However, the vein is at least 30 cm wide, because vein quartz pieces up to 30 cm
in diameter were found in the dump pile. The mineralized vein may possibly occur
along the contact between the argillite wallrock and the intrusive granodiorite.
A short quartz vein crosscutting argillite is exposed downslope of the old
workings, near the contact with the intrusive granodiorite; this vein dips to
the southwest. The old mine workings at the Dos Naciones occurrence area are
spaced over a distance of about 250 m on surface, indicating that the
mineralized silver-lead quartz vein here extends at least 250 m along strike.

From the size of the mine dump piles, David Pawliuk estimates
that at least 1,000 tonnes of vein material has been mined at Dos Naciones
occurrence area. A select sample, number E51556, of the better-mineralized vein
material from this dump collected by David Pawliuk contains 221 parts per
million (ppm) or 221 g/t silver, 4.44% lead and 0.636% zinc. Historic sample
464311 of select material from the same dump contained 88 g/t silver, 1.75% lead
and 1% zinc.

Josefina Area

Silver- and lead-bearing quartz veins have been mined at the
Josefina area in the central part of the Dos Naciones property. There are at
least three quartz veins within the Josefina area. These veins dip steeply to
the northeast, extend for at least 250 m along strike, and are open along strike
and at depth. A short shaft has been excavated within one of these quartz veins.

David Pawliuk collected rock sample E51559 from a mineralized
quartz vein at Josefina, as a check on the results for historic sample 464345.
The quartz vein here is milky white with traces of light brown limonite along
weathered fracture surfaces; no sulphide minerals were seen. The vein dips at
about 60 degrees to the east. This vein is almost certainly emplaced along a
fault; there is a 6 or 8 cm wide band within the central part of the vein that
is finely banded on a mm scale. The vein quartz is sugary and sandy within this
band, indicating movement after the vein was emplaced. The quartz vein formed
during at a series of pulses; there are at least seven distinct bands within the
vein; each of these bands is marked by subhedral quartz crystals lining open
spaces within the vein. The bands are up to 4 cm wide. Open cavities within the
vein locally are up to 10 by 25 by 8 cm across. Sample E51559 contains 22.3 g/t
silver, 0.044 g/t gold, 0.354% lead and 137 ppm zinc across 1.8 m. Historic
sample 464345 from the same site contained 39 g/t silver, less than 0.005 g/t
gold, 0.40% lead and 69 ppm zinc.

In October, 2010, fieldwork completed by the Company was
successful in identifying multiple new exposures of veins as well as a historic
working that was previously unknown. The Josefina target now consists of a
series of at least six sub-parallel veins with the core of the silver/lead
system having been traced along surface for approximately 600 meters along
strike and over 250 meters wide. Highlights from the 38 samples submitted are
channel chip samples from the interior of the Josefina working
returning 129g/t Ag with 5.23% Pb over 1.0 meters and 105g/t Ag with 4.21% Pb
over 0.50 meters.

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18

La Espanola

La Espanola area is on the east side of the Dos Naciones
property. Here, David Pawliuk saw a reverse circulation drillsite that appears
to be several years old. Minera Alta Vista has determined that six drillholes
were completed in the La Espanola area during the 1990s. Anecdotal evidence
suggests that these holes were drilled by Penoles, the largest mining company in
Mexico. The results of this drilling are unknown to David Pawliuk. Minera Alta
Vista is currently seeking additional information pertaining to these drill
holes.

Sample Preparation, Analysis and Security

David Pawliuk collected four geochemical rock samples from the
Dos Naciones Project property area on March 9, 2009. Three of these samples were
collected from Dos Naciones occurrence area, and one from the Josefina area. The
rock samples were bagged, and the bags were sealed by David Pawliuk. The samples
were then transported via truck from Dos Naciones property to Minera Alta
Vistas offices at Hermosillo, Sonora. The samples were delivered to ALS Chemex
Laboratories in Hermosillo on March 10, 2009 by David Pawliuk. David Pawliuk
maintained custody of the samples from the time the samples were collected until
the samples were delivered to ALS Chemex Laboratories facility at Hermosillo.
The rocks were analyzed for gold by geochemical fire assay, solvent extraction
and atomic adsorption spectrometry. A subsample of 30 gm was assayed. The rock
sample was also analyzed for silver, mercury, arsenic, antimony and 46 other
elements by aqua regia acid digestion ICPMS.

Data Verification

The results of geochemical rock sampling show that economic
concentrations of silver and gold occur in quartz veins from two separate areas
within the Dos Naciones property. Limited historic production has occurred from
these veins. The results of geochemical rock sampling also show that copper-iron
skarns within the Dos Naciones property also contain gold and silver. Skarns
have also been mined within the property area. As outlined above in the section
on mineralization, the results of David Pawliuks geochemical rock sampling
confirmed the results of historic sampling on the property by Yale Resources
Ltd. during 2008.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active 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, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 4. (REMOVED AND RESERVED).

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19

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our companys common stock is traded on the FINRAs OTC
Bulletin Board under the symbol DTOR. Set forth below are the range of high
and low bid quotations for the periods indicated as reported by the NASD. The
market quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions and may not necessarily represent actual transactions. Our
companys common stock began trading on July 12, 2007 under the symbol CVRX.
On August 14, 2009, our symbol changed to DTOR. The following table reports
high and low closing prices, on a quarterly basis, for our companys common
stock:

Quarter Ending
    High
    LowOctober 31, 2010
    $0.35
    $0.12July 31, 2010
    $0.35
    $0.04April 30, 2010
    $0.15
    $0.08January 31, 2010
    $0.15
    $0.05October 31, 2009
    $0.28
    $0.05July 31, 2009
    $0.30
    $0.05April 30, 2009
    $0.24
    $0.05January 31, 2009
    $0.20
    $0.05


Our transfer agent is Valiant Trust Company, of 600  750
Cambie Street, Vancouver, BC, Canada V6B 0A2; telephone number: 604-699-4884;
facsimile: 604-681-3067.

Holders of our Common Stock

As of February 11, 2011, there were 56 registered stockholders
holding 12,535,135 shares of our issued and outstanding common stock.

Dividend Policy

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                             
| | 2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.

We have not declared any dividends and we do not plan to
declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

Other than as disclosed in the Companys Quarterly Reports or
Current Reports on Form 8-K for the fiscal year ended October 31, 2010, we have
not sold any equity securities that were not registered under the Securities Act
during the fiscal year ended October 31, 2010.



---

20

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended October 31, 2010.

Securities Authorized for Issuance Under Equity Compensation
Plans

Effective September 7, 2010 we adopted our 2010 Stock Option
Plan. The purpose of our 2010 Stock Option Plan is to retain the services of
valued key employees and consultants of our company. Under the plan, the plan
administrator is authorized to grant stock options to acquire up to a total of
5,000,000 shares of our common stock. Also on September 7, 2010 we granted
options to acquire an aggregate of 1,500,000 shares of common stock to each of
our directors. Each director received 500,000 non qualified stock options
exerciseable to acquire shares of the Companys common stock at a price of $0.10
per share until September 7, 2012. All of the options vest immediately.

The following table provides a summary of the number of stock
options granted under the 2010 Plan, the weighted average exercise price and the
number of stock options remaining available for issuance under the Companys
option plans as at October 31, 2010:

Number of
      securitiesto be issued uponexercise ofoutstanding options,warrants and rights
    Weighted-Averageexercise price
      ofoutstanding options,warrants and rights
    Number ofsecuritiesremainingavailable forfuture issuanceunder equitycompensation
      planEquity compensation plans not approved by
      security holders
    1,500,000
    $0.10
    3,500,000


ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual 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 those discussed below and
elsewhere in this annual report.

Our audited consolidated financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles.

Plan of Operation

Our Plan of Operation is to conduct exploration activities on
our Dos Naciones Property, exercise the Option under the Option Agreement with
Yale and subsequently enter into the Joint Venture Agreement with Yale. The Dos
Naciones Property is located approximately 140 km north northeast of the city of
Hermosillo, in north-central Sonora, Mexico and is approximately 75 km southwest
of the important Cananea mining district. The Dos Naciones Property is comprised
of one mineral concession that covers approximately 2,391 hectares.

We intend to conduct a two phase exploration program on the Dos
Naciones Property at an aggregate estimated cost of $450,000. The first phase of
our exploration program was completed during the quarter ended October 31, 2010.
The first phase consisted of detailed geological mapping, sampling, hand
trenching and prospecting. In July, 2010 the Companys operator on the Dos
Nactiones property engaged geological consultants to conduct mapping and
sampling on the property. The Company has commenced the second phase of its
exploration program. If the results of the second phase of our exploration

---

21

program warrant the continuation into the third phase of the
program, we intend to conduct the third phase of the program consisting of
diamond drilling and IP surveys of the entire property. If the results of the
second phase of our exploration program warrant the continuation into the third
phase of the program, we intend to conduct the third phase of the program
consisting of further diamond drilling of identified IP anomalies from Phase II
at an estimated cost of $180,000. A detailed breakdown of the proposed budget
and work exploration program is as follows:

Estimated Dos Naciones Work Program Costs

Phase OneDetailed geological mapping, stripping and trenching
    
    Cost1 Geologist for 50 days @ $300 per day:
    $
    15,0003 Field Assistants for 50 days @ $100 per day:
    $
    15,000Food and accommodation @ $30 per man-day:
    $
    6,000Field supplies:
    $
    1,000Vehicle rental, fuel and maintenance:
    $
    5,000Analytical costs: 300 samples @ $30 per sample:
    $
    9,000Total geological mapping,
      stripping and trenching:
    $
    51,000Report preparationFor reporting on all of the above work, including drafting:
    $
    2,500Subtotal Phase One
    $
    53,500


Phase TwoIP surveying in area of aeromagnetic low15 days of surveying along cut grid lines
      with pickets at 25 m intervals (slope distance)at an all-inclusive
      cost
    $
    30,000Diamond drilling to test mineralized vein structures at
      Josefina500 meters at an all-inclusive (drilled,
      logged, split, sampled, water haul) cost of $180 per meter:
    $
    90,000Diamond drilling to test mineralized vein structures at
      Dos Naciones300 meters at an all-inclusive (drilled,
      logged, split, sampled, water haul) cost of $180 per meter:
    $
    54,000Subtotal
      Phase Two
    $
    174,000


Phase Three(contingent on IP anomalies from Phase
Two work being determined to be favourable for testing with diamond drill
holes)

Diamond drilling in area of IP chargeability anomalies

1,000 meters at an all-inclusive (drilled, logged, split,
      sampled, water haul)   cost of $180 per meter:
    $
    180,000Subtotal Phase Three
    $
    180,000Contingency 10%
    $
    42,500TOTAL THREE PHASE PROGRAM:
    $
    450,000


Our plan of operation is to carry out exploration work on our
Dos Naciones Property in order to ascertain whether it possesses commercially
exploitable quantities of gold, silver, and other metals. We intend to primarily
explore for gold, silver, and copper but if we discover that our mineral
property holds potential for other minerals that our management determines are
worth exploring further, then we intend to explore for those other minerals. We
will not be able to determine whether or not the Dos Naciones Property contains
a commercially exploitable mineral deposit, or reserve, until appropriate
exploratory work is done and an economic evaluation based on that work indicates
economic viability.

---

22

Mineral property exploration is typically conducted in phases.
Each subsequent phase of exploration work is recommended by a geologist based on
the results from the most recent phase of exploration. Once we complete each
phase of exploration, we will make a decision as to whether or not we proceed
with each successive phase based upon the analysis of the results of that
program. Our management will make these decisions based upon the recommendations
of the independent geologist who oversees the program and records the results.

Anticipated Cash Requirements

We anticipate that we will incur the following expenses over
the next twelve months:

|Expense Item                                                                                                                             |   | Cost    | 
|---------------------------------------------------------------------------------------------------------------------------------------- | - | ------- | 
|                                                                                                                                         |   |         | 
|Expenditures on the Dos Naciones Property
      in accordance with the terms of our Option Agreement with Yale Resources
      Ltd.      | $ | 150,000 | 
|Ongoing professional expenses associated
      with our company being a reporting issuer under the Securities Exchange
      Act of 1934 | $ | 60,000  | 
|General and administrative expenses                                                                                                      | $ | 25,000  | 
|Total                                                                                                                                    | $ | 235,000 | 

As of October 31, 2010, we had cash of $82,807. Effective
December 3, 2010, we issued 2,000,000 units at a price of $0.10 per unit for
gross proceeds of $200,000. Each unit consisted of one share of common stock and
one share purchase warrant entitling the warrant holder to purchase an
additional share of common stock at a price of $0.25 per share for a period of
two years from closing. Based on the above estimate of $235,000 for our expenses
for the next twelve months we do not have enough funds to proceed with our plan
of operation over the next twelve months. We plan to rely on the equity
financing in order to raise any additional funds necessary to pursue our plan of
operation and to fund our working capital deficit in order to enable us to pay
our accounts payable and accrued liabilities. We currently do not have any
arrangements in place for the completion of any equity financings and there is
no assurance that we will be successful in completing any equity financings.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the financial
years ended October 31, 2010 and 2009 which are included herein.

Our operating results for the years ended October 31, 2010 and
2009 are summarized as follows:

|                                   |   | Years Ended       | 
|---------------------------------- | - | ----------------- | 
|                                   |   | October
      31, | 
|                                   |   | 2010              | 
|Revenue                            | $ | -                 | 
|Operating Expenses                 |   | 356,094           | 
|Mineral Property Acquisition Costs |   | 130,500           | 
|Mineral Property Exploration Costs |   | 27,407            | 
|Net Loss                           | $ | 514,001           | 

Revenues

We have not earned any revenues to date. We do not anticipate
earning any revenues until we enter into commercial production of our mineral
properties, of which there is no assurance.

---

23

Expenses

Our expenses for the years ended October 31, 2010 and 2009 are
outlined in the table below:

Years EndedOctober
        31,2010
      
      
      2009General and Administrative ExpensesAccounting and Auditing
      $
      27,491
      
      $
      19,793Advertising and Promotion
      
      4,154
      
      
      1,311Amortization
      
      703
      
      
      926Bank Charges and Interest
      
      612
      
      
      338Consulting Fees
      
      23,000
      
      
      2,185Filing Fees
      
      9,620
      
      
      7,513Foreign Exchange Loss (gain)
      
      1,422
      
      
      (1,675
      )Legal
      
      30,351
      
      
      55,455Meals and Entertainment
      
      1,488
      
      
      1,306Office and Sundry
      
      84
      
      
      380Rent
      
      6,244
      
      
      6,310Shareholders communication
      
      1,960
      
      
      673Telephone
      
      862
      
      
      621Transfer Agent
      
      1,545
      
      
      745Travel and Accommodations
      
      848
      
      
      61Stock based Compensation
      
      245,710
      
      
      -Total General and Administrative Expenses$
      356,094
      
      $
      95,942Mineral ExpensesMineral Property Acquisition Costs
      
      130,500
      
      
      29,658Mineral Property Exploration Costs
      
      27,407
      
      
      10,225Total Mineral Expenses
      $
      157,907
      
      $
      39,883Total Expenses
      $
      514,001
      
      $
      135,825


General and Administrative

The $378,176 (178.4%) increase in our expenses for the year
ended October 31, 2010 compared to October 31, 2009 was primarily due to: (i)
the inclusion of $245,710 in stock compensation expenses in fiscal 2010; and
(ii) and increase in property acquisition costs associated with our acquisition
of additional interests in the Dos Naciones property and property exploration
costs associated with our 2010 exploration program on the property. Excluding
stock compensation expenses our general and administrative expenses increased by
$14,442 due primarily to an increase in consulting fees paid in 2010 in
connection with our 2010 exploration program.

Professional Fees

Professional fees include our accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and professional fees that we pay to our legal counsel. Our
accounting and auditing expenses were incurred in connection with the
preparation of our audited financial statements and unaudited interim financial
statements and our preparation and filing of a registration statement with the
SEC. Our legal expenses represent amounts paid to legal counsel in connection
with our corporate organization. Legal and accounting expenses will be ongoing
during fiscal 2011 as we are subject to the reporting obligations of the
Securities Exchange Act of 1934.

Liquidity and Capital Resources

Working Capital

---

24

|                             |   |                  |   |   |                  |   |  | Percentage | 
|---------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | 
|                             |   | As at            |   |   | As at            |   |  | Increase / | 
|                             |   | October 31, 2010 |   |   | October 31, 2009 |   |  | (Decrease) | 
|Current Assets               | $ | 91,118           |   | $ | 4,535            |   |  | 1,909%     | 
|Current Liabilities          | $ | 130,012          |   | $ | 28,087           |   |  | 362.9%     | 
|Working Capital (Deficiency) | $ | (38,894          | ) | $ | (23,552          | ) |  | 65.1%      | 

Cash Flows

|                                            |   | Year Ended       |   |   | Year Ended       |   |  | Increase / | 
|------------------------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | 
|                                            |   | October 31, 2010 |   |   | October 31, 2009 |   |  | (Decrease) | 
|Cash used in Operating
      Activities     | $ | (75,335          | ) | $ | (128,198         | ) |  | (41.2%)    | 
|Cash used by Investing Activities           | $ | -                |   | $ | -                |   |  | -          | 
|Cash provided by Financing
      Activities | $ | 157,404          |   | $ | 128,711          |   |  | 22.3%      | 
|Net Increase (Decrease) in Cash             | $ | 81,619           |   | $ | 513              |   |  | 15,810%    | 

We anticipate that we will incur approximately $235,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Exchange Act during the
next twelve months. Accordingly, we will need to obtain additional financing in
order to complete our business plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of $75,335
during the year ended October 31, 2010 and $128,198 during the year ended
October 31, 2009. The reduction in cash used in operating activities was
primarily as a result of reduced professional fees during fiscal 2010.

Cash From Investing Activities

We used cash in investing activities in the amount of $nil
during the year ended October 31, 2010 and $nil during the year ended October
31, 2009.

Cash from Financing Activities

We generated $157,404 from financing activities during the year
ended October 31, 2010 compared to $128,711 during the year ended October 31,
2009.

Disclosure of Outstanding Share Data

As at the date of this annual report, we had 12,535,135 shares
of common stock issued and outstanding and 3,055,135 warrants outstanding.
1,055,135 of the warrants are exercisable at a price of $0.30 per share until
June 30, 2011 and 2,000,000 of the warrants are exercisable at a price of $0.25
per share until December 3, 2012. We have 1,500,000 options to acquire
additional shares of common stock at a price of $0.10 per share. We do not have
shares of any other class issued and outstanding as at the date of this annual
report.

Going Concern

The financial statements accompanying this report have been
prepared on a going concern basis, which implies that our company will continue
to realize its assets and discharge its liabilities and commitments in the
normal course of business. Our company has not generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
our company as a going concern is dependent upon the continued financial support
from our shareholders, the ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations. As at October 31, 2010, our company has accumulated losses of
$828,206 since inception. We do not have sufficient working capital to enable us
to carry out our stated plan of operation for the next twelve months.

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25

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above in their report on the
financial statements for the year ended October 31, 2010, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. 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.

Future Financings

We anticipate continuing to rely on equity sales of shares of
our common stock in order to continue to fund our business operations. Issuances
of additional shares will result in dilution to our existing stockholders. There
is no assurance that we will achieve any additional sales of our equity
securities or arrange for debt or other financing to fund our planned
activities.

Off-Balance Sheet Arrangements

We have no 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.

Critical Accounting Policies

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The main accounting and valuation policies used by Del Toro are
outlined in Note 3 to Del Toros audited financial statements accompanying this
report. While not all of the significant accounting policies require difficult,
subjective or complex judgments, Del Toro considers that the following
accounting policies should be considered critical accounting policies:

Mineral Property Exploration and Development

We are in the exploration stage and have not yet realized any
revenue from our planned operations. We are primarily engaged in the
acquisition, exploration, and development of mining properties. Mineral property
acquisition and exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. Such costs will be depreciated using the
units-of-production method over the estimated life of the probable reserve.

Use of Estimates

The process of preparing financial statements requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements; accordingly,
upon settlement, actual results may differ from estimated amounts.

Foreign Currency Translation

The Companys functional and reporting currency is the U.S.
dollar. Integrated foreign operations are translated using the temporal method.
All transactions initiated in foreign currencies are translated into U.S.
dollars as follows:

|a) | monetary assets and liabilities at the rate of exchange
      in effect at the balance sheet date;
|-- | --------------------------------------------------------------------------------------------------
|   |                                                                                                   
|b) | non-monetary assets at historical exchange rates;
    and                                         
|   |                                                                                                   
|c) | revenue and expense items at the average rate of exchange
      prevailing during the period.     

Gains and losses arising from the translation of foreign
currencies are included in the determination of net loss for the period.

---

26

Recent Accounting Pronouncements

In May 2009, the FASB issued Accounting Standards Codification
(ASC) 855-10, Subsequent Events (ASC 855-10) (amended in February 2010)
(formerly SFAS Statement No 165), which establishes principles and requirements
for subsequent events. In particular, ASC 855-10 sets forth: (a) the period
after the balance sheet date during which management of a reporting entity shall
evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements; (b) the circumstances under which an
entity shall recognize events or transactions occurring after the balance sheet
date in its financial statements; and (c) the disclosures that an entity shall
make about events or transactions that occurred after the balance sheet date.
The adoption of this new standard did not have an impact on the Companys
financial statements.

In June 2009, the FASB issued new guidance which is now a part
of ASC 860-10 (formerly SFAS Statement No 166), to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferors continuing involvement, if any,
in transferred financial assets. The FASB undertook this project to address (1)
practices that have developed since the issuance of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities (which is now a part of ASC 860-10), that are not consistent with
the original intent and key requirements of that Statement and (2) concerns of
financial statement users that many of the financial assets (and related
obligations) that have been derecognized should continue to be reported in the
financial statements of transferors. This new guidance is effective for fiscal
years beginning after November 15, 2009 and is not expected to have a material
impact on the Companys financial statements.

In June 2009, the FASB issued new guidance which is now part of
ASC 810-10 (formerly SFAS Statement No. 167), to improve financial reporting by
enterprises involved with variable interest entities. The FASB undertook this
project to address (1) the effects on certain provisions of FASB Interpretation
No. 46 (revised December 2003), Consolidation of Variable Interest Entities
(which is now part of ASC 810-10), as a result of the elimination of the
qualifying special-purpose entity, and (2) constituent concerns about the
application of certain key provisions of ASC 810-10, including those in which
the accounting and disclosures under ASC 810-10 do not always provide timely and
useful information about an enterprises involvement in a variable interest
entity. This new guidance is effective as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter. Earlier application is prohibited. This new
guidance is not expected to have a material impact on the Companys financial
statements.

In June 2009, the FASB issued new guidance which is now part of
ASC 105-10 (the Codification) (formerly Statement of Financial Accounting
Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles), which will become the source of
authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. On
the effective date of the Codification, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. The Codification is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The adoption of the Codification only had the effect of amending
references to authoritative accounting guidance in the Companys financial
statements.

In September 2009, the FASB reached a consensus on Accounting
Standards Update (ASU) -2009-13 Revenue Recognition (ASC 605) 
Multiple-Deliverable Revenue Arrangements (ASU 2009-13), and ASU 2009-14
Software (ASC 985)  Certain Revenue Arrangements That Include Software
Elements (ASU 2009-14). ASU 2009-13 modifies the requirements that must be met
for an entity to recognize revenue from the sale of a delivered item that is
part of a multiple-element arrangement when other items have not yet been
delivered. ASU 2009-13 eliminates the requirement that all undelivered elements
must have either: (i) VSOE or (ii) third-party evidence, or TPE, before an
entity can recognize the portion of an overall arrangement consideration that is
attributable to items that already have been delivered. In the absence of VSOE
or TPE of the standalone selling price for one or more delivered or undelivered
elements in a multiple-element arrangement, entities will be required to
estimate the selling prices of those elements. Overall arrangement consideration
will be allocated to each element (both delivered and undelivered items) based
on their relative selling prices, regardless of whether those selling prices are
evidenced by VSOE or TPE or are based on the entitys estimated selling price.
The residual method of allocating arrangement consideration has been eliminated.
ASU 2009-14 modifies the software revenue recognition guidance to exclude from
its scope tangible products that contain both software and non-software
components that function together to deliver a products essential
functionality. These new updates are effective for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. However, these provisions are not expected to have
a material impact on the Companys financial statements.

---

27

In January 2010, the FASB issued Accounting Standards Update
No. 2010-06, Fair Value Measurements and Disclosures (ASU 2010-06). This
update provides amendments to ASC Topic 820, Fair Value Measurements and
Disclosure, that requires new disclosure for transfers in and out of Levels 1
and 2 and activity in Level 3 fair value measurements. The update also provides
amendments that clarify existing disclosures surrounding levels of
disaggregation and inputs and valuation techniques. ASU 2010-06 is effective for
reporting periods beginning after December 15, 2009 with the exception of Level
3 activity fair value measurements which is effective for reporting periods
beginning after December 15, 2010.

In April 2010, the FASB issued Accounting Standards Update No.
2010-13 Compensation  Stock Compensation (ASU 2010-13). This update
addresses whether an employee stock option should be classified as a liability
or as an equity instrument if the exercise price is denominated in the currency
in which a substantial portion of the entitys equity securities trades. That
currency may differ from the entitys functional currency and from the payroll
currency of the employee receiving the option. This update provides amendments
to ASC 718, Compensation  Stock Compensation to clarify that an employee
share-based payment award that has an exercise price denominated in the currency
of the market in which a substantial portion of the entitys equity shares
trades should not be considered to contain a condition that is not a market,
performance, or service condition. Therefore, an entity should not classify such
an award as a liability if it otherwise qualifies as equity. ASU 2010-13 is
effective for reporting periods beginning after December 15, 2010.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



---

DEL TORO SILVER CORP.(An Exploration Stage Company)CONSOLIDATED
      FINANCIAL STATEMENTSFOR THE YEARS ENDED OCTOBER 31, 2010 AND 2009

(Stated in US Dollars)







------INDEX------



| | Report
      of Independent Registered Public Accounting Firm  
| | ---------------------------------------------------------------
| |                                                                
| | Consolidated
      Balance Sheets                              
| |                                                                
| | Consolidated
      Statements of Operations                    
| |                                                                
| | Consolidated
      Statements of Cash Flows                    
| |                                                                
| | Consolidated
      Statements of Stockholders Equity (Deficit)
| |                                                                
| | Notes
      to the Consolidated Financial Statements           

---

CHARTEREDACCOUNTANTSMacKay LLP
      1100  1177 West Hastings StreetVancouver, BC V6E 4T5Tel: (604) 687-4511Fax: (604) 687-5805Toll Free: 1-800-351-0426www.mackay.ca




Report of Independent Registered Public Accounting Firm

To the Shareholders ofDel Toro Silver
      Corp.
  (an Exploration Stage Enterprise)

We have audited the balance sheets of Del Toro Silver Corp. (an
  Exploration Stage Enterprise) as at October 31, 2010 and 2009 and the statements
  of operations, stockholders equity (deficit), and cash flows for the years then
  ended and the period from incorporation on January 10, 2006 to October 31, 2010.
  These financial statements are the responsibility of the Companys management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the financial statements are free of material misstatements. The Company has
  determined that it is not required to have, nor were we engaged to perform, an
  audit of its internal control over financial reporting. Our audits included
  consideration of internal control over financial reporting as a basis for
  designing audit procedures that are appropriate in the circumstances, but not
  for the purpose of expressing an opinion on the effectiveness of the Companys
  internal control over financial reporting. Accordingly, we express no such
  opinion. An audit also includes examining, on a test basis, evidence supporting
  the amounts and disclosures in the financial statements, assessing the
  accounting principles used and significant estimates made by management, as well
  as evaluating the overall financial statement presentation. We believe that our
  audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of the Company as at October 31,
  2010 and 2009 and the results of its operations and its cash flows for the years
  then ended and the period from incorporation on January 10, 2006 to October 31,
  2010 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 2 to financial statements, the Company is in the exploration
  stage, and has no permanently established source of revenue and is dependent on
  its ability to raise capital from shareholders or other sources to sustain
  operations. These factors, along with other matters as set forth in Note 2,
  raise substantial doubt that the Company will be able to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.





|Vancouver, Canada | MacKay LLP         
|----------------- | ---------------------
|February 7, 2011  | Chartered Accountants

---

DEL TORO SILVER CORP.(An
      Exploration Stage Company)CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

|                                                                                                                                                             |   | October 31, |   |   | October 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                                                                                                             |   | 2010        |   |   | 2009        |  
|ASSETS                                                                                                                                                       |  
|                                                                                                                                                             |   |             |   |   |             |  
|Current Assets                                                                                                                                               |   |             |   |   |             |  
|Cash                                                                                                                                                         | $ | 82,807      |   | $ | 738         |  
|Receivables                                                                                                                                                  |   | 8,311       |   |   | 3,797       |  
|                                                                                                                                                             |   |             |   |   |             |  
|Total Current Assets                                                                                                                                         |   | 91,118      |   |   | 4,535       |  
|Deferred Share Issue Costs (Note 12)                                                                                                                         |   | 9,204       |   |   | -           |  
|Property and equipment (Note 4)                                                                                                                              |   | 2,374       |   |   | 3,077       |  
|                                                                                                                                                             |   |             |   |   |             |  
|Total Assets                                                                                                                                                 | $ | 102,696     |   | $ | 7,612       |  
|                                                                                                                                                             |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT                                                                                                                  |  
|                                                                                                                                                             |   |             |   |   |             |  
|Current Liabilities                                                                                                                                          |   |             |   |   |             |  
|Accounts payable and accrued liabilities                                                                                                                     | $ | 73,354      |   | $ | 28,087      |  
|Due to director                                                                                                                                              |   | 1,658       |   |   | -           |  
|Convertible Debenture (Note 6)                                                                                                                               |   | 55,000      |   |   | -           |  
|                                                                                                                                                             |   |             |   |   |             |  
|Total Liabilities                                                                                                                                            |   | 130,012     |   |   | 28,087      |  
|                                                                                                                                                             |   |             |   |   |             |  
|Stockholders' Deficit                                                                                                                                        |   |             |   |   |             |  
|Capital Stock (Note 7)                                                                                                                                       |   |             |   |   |             |  
|Authorized: 
          100,000,000 preferred shares,
      par value $0.001 per share 
          100,000,000 common
      shares, par value $0.001 per share |   |             |   |   |             |  
|Issued and outstanding: 
         
      10,535,135 (2009  9,835,135) common shares                                                                         |   | 10,535      |   |   | 9,835       |  
|Additional paid in capital                                                                                                                                   |   | 680,405     |   |   | 283,895     |  
|Share subscriptions received in advance (Note
      12)                                                                                                      |   | 109,950     |   |   | -           |  
|Deficit - Accumulated during exploration stage                                                                                                               |   | (828,206    | ) |   | (314,205    | )
|                                                                                                                                                             |   |             |   |   |             |  
|Total Stockholders' Deficit                                                                                                                                  |   | (27,316     | ) |   | (20,475     | )
|                                                                                                                                                             |   |             |   |   |             |  
|Total Liabilities and Stockholders' Deficit                                                                                                                  | $ | 102,696     |   | $ | 7,612       |  
|                                                                                                                                                             |   |             |   |   |             |  
|Going concern (Note 2)                                                                                                                                       |   |             |   |   |             |  
|Commitment (Note 8)                                                                                                                                          |   |             |   |   |             |  

The accompanying notes are an integral part of these
  consolidated financial statements.

---

DEL TORO SILVER CORP.(An
      Exploration Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)

|                                                                             |   | Cumulative   |   |   |            |   |   |            |  
|---------------------------------------------------------------------------- | - | ------------ | - | - | ---------- | - | - | ---------- | -
|                                                                             |   | Amounts      |   |   |            |   |   |            |  
|                                                                             |   | from         |   |   |            |   |   |            |  
|                                                                             |   | Inception to |   |   | Year Ended |   |   | Year Ended |  
|                                                                             |   | October 31   |   |   | October 31 |   |   | October 31 |  
|                                                                             |   | 2010         |   |   | 2010       |   |   | 2009       |  
|                                                                             |   |              |   |   |            |   |   |            |  
|GENERAL AND ADMINISTRATIVE EXPENSES                                          |   |              |   |   |            |   |   |            |  
|Accounting and auditing                                                      | $ | 100,436      |   | $ | 27,491     |   | $ | 19,793     |  
|Advertising and promotion                                                    |   | 10,583       |   |   | 4,154      |   |   | 1,311      |  
|Amortization                                                                 |   | 2,156        |   |   | 703        |   |   | 926        |  
|Bank charges and interest                                                    |   | 1,256        |   |   | 612        |   |   | 338        |  
|Consulting (Note 10)                                                         |   | 35,185       |   |   | 23,000     |   |   | 2,185      |  
|Filing fees                                                                  |   | 17,133       |   |   | 9,620      |   |   | 7,513      |  
|Foreign exchange (gain) loss                                                 |   | (4,524       | ) |   | 1,422      |   |   | (1,675     | )
|Legal                                                                        |   | 156,370      |   |   | 30,351     |   |   | 55,455     |  
|Meals and entertainment                                                      |   | 4,113        |   |   | 1,488      |   |   | 1,306      |  
|Office and sundry                                                            |   | 1,705        |   |   | 84         |   |   | 380        |  
|Rent (Note 10)                                                               |   | 12,554       |   |   | 6,244      |   |   | 6,310      |  
|Shareholders' communications                                                 |   | 2,633        |   |   | 1,960      |   |   | 673        |  
|Stock-based compensation (Note 7)                                            |   | 245,710      |   |   | 245,710    |   |   | -          |  
|Telephone (Note 10)                                                          |   | 1,483        |   |   | 862        |   |   | 621        |  
|Transfer agent                                                               |   | 5,668        |   |   | 1,545      |   |   | 745        |  
|Travel and accommodation                                                     |   | 3,102        |   |   | 848        |   |   | 61         |  
|                                                                             |   |              |   |   |            |   |   |            |  
|                                                                             |   | 595,563      |   |   | 356,094    |   |   | 95,942     |  
|                                                                             |   |              |   |   |            |   |   |            |  
|MINERAL PROPERTY EXPENSES (NOTE 8)                                           |   |              |   |   |            |   |   |            |  
|Acquisition                                                                  |   | 174,418      |   |   | 130,500    |   |   | 29,658     |  
|Exploration                                                                  |   | 58,225       |   |   | 27,407     |   |   | 10,225     |  
|                                                                             |   |              |   |   |            |   |   |            |  
|                                                                             |   | 233,093      |   |   | 157,907    |   |   | 39,883     |  
|                                                                             |   |              |   |   |            |   |   |            |  
|NET LOSS AND COMPREHENSIVE LOSS                                              | $ | (828,206     | ) | $ | (514,001   | ) | $ | (135,825   | )
|                                                                             |   |              |   |   |            |   |   |            |  
|BASIC AND DILUTED NET LOSS PER COMMON SHARE                                  |   |              |   | $ | (0.05      | ) | $ | (0.01      | )
|                                                                             |   |              |   |   |            |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF BASIC AND
      DILUTED COMMON SHARES OUTSTANDING |   |              |   |   | 9,961,162  |   |   | 9,135,566  |  

The accompanying notes are an integral part of these
  consolidated financial statements.

---

DEL TORO SILVER CORP.(An
      Exploration Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

|                                                        |   | Cumulative   |   |   |            |   |   |            |  
|------------------------------------------------------- | - | ------------ | - | - | ---------- | - | - | ---------- | -
|                                                        |   | Amounts from |   |   |            |   |   |            |  
|                                                        |   | Inception to |   |   | Year Ended |   |   | Year Ended |  
|                                                        |   | October 31   |   |   | October 31 |   |   | October 31 |  
|                                                        |   | 2010         |   |   | 2010       |   |   | 2009       |  
|                                                        |   |              |   |   |            |   |   |            |  
|OPERATING ACTIVITIES                                    |   |              |   |   |            |   |   |            |  
|Net loss for the period                                 | $ | (828,206     | ) | $ | (514,001   | ) | $ | (135,825   | )
|Items not affecting
      cash                          |   |              |   |   |            |   |   |            |  
|Shares issued for
      mineral property                |   | 142,460      |   |   | 130,500    |   |   | -          |  
|Shares issued for service                               |   | 21,000       |   |   | 21,000     |   |   | -          |  
|Amortization                                            |   | 2,156        |   |   | 703        |   |   | 926        |  
|Foreign exchange loss (gain)                            |   | (4,524       | ) |   | 1,422      |   |   | (1,675     | )
|Stock-based
      compensation (Note 7)                 |   | 245,710      |   |   | 245,710    |   |   | -          |  
|Changes in operating
      assets and liabilities       |   |              |   |   |            |   |   |            |  
|Receivables                                             |   | (8,311       | ) |   | (4,514     | ) |   | (930       | )
|Accounts payable and accrued liabilities                |   | 77,878       |   |   | 43,845     |   |   | 9,306      |  
|                                                        |   |              |   |   |            |   |   |            |  
|Cash used in operating
      activities                 |   | (351,837     | ) |   | (75,335    | ) |   | (128,198   | )
|                                                        |   |              |   |   |            |   |   |            |  
|INVESTING ACTIVITY                                      |   |              |   |   |            |   |   |            |  
|Equipment acquired                                      |   | (4,530       | ) |   | -          |   |   | -          |  
|                                                        |   |              |   |   |            |   |   |            |  
|Cash used in investing activity                         |   | (4,530       | ) |   | -          |   |   | -          |  
|                                                        |   |              |   |   |            |   |   |            |  
|FINANCING ACTIVITIES                                    |   |              |   |   |            |   |   |            |  
|Advances from (to)
      director                       |   | 1,658        |   |   | 1,658      |   |   | (29,559    | )
|Issuance of convertible debt                            |   | 55,000       |   |   | 55,000     |   |   | -          |  
|Share subscriptions
      received in advance (Note 12) |   | 109,950      |   |   | 109,950    |   |   | -          |  
|Deferred share issue costs (Note 12)                    |   | (9,204       | ) |   | (9,204     | ) |   | -          |  
|Common stock issued for
      cash                      |   | 281,770      |   |   | -          |   |   | 158,270    |  
|                                                        |   |              |   |   |            |   |   |            |  
|Cash provided by
      financing activities             |   | 439,174      |   |   | 157,404    |   |   | 128,711    |  
|                                                        |   |              |   |   |            |   |   |            |  
|NET CHANGE IN CASH                                      |   | 82,357       |   |   | 81,619     |   |   | 513        |  
|                                                        |   |              |   |   |            |   |   |            |  
|CASH, BEGINNING OF PERIOD                               |   | -            |   |   | 738        |   |   | 225        |  
|                                                        |   |              |   |   |            |   |   |            |  
|CASH, END OF PERIOD                                     | $ | 82,807       |   | $ | 82,807     |   | $ | 738        |  
|                                                        |   |              |   |   |            |   |   |            |  
|SUPPLEMENTAL DISCLOSURE                                 |   |              |   |   |            |   |   |            |  
|Interest paid                                           | $ | 378          |   | $ | 378        |   | $ | -          |  
|Income taxes paid                                       | $ | -            |   | $ | -          |   | $ | -          |  

The accompanying notes are an integral part of these
  consolidated financial statements.

---

DEL TORO SILVER CORP.(An
      Exploration Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)FROM INCEPTION ON JANUARY 9, 2006 TO OCTOBER 31,
    2010

(Stated in US Dollars)

|                                                                                    |  |                              |  |   |            |  |   |         |  |   | Deficit       |   |   |               |  |   |           |  
|----------------------------------------------------------------------------------- |  | ---------------------------- |  | - | ---------- |  | - | ------- |  | - | ------------- | - | - | ------------- |  | - | --------- | -
|                                                                                    |  |                              |  |   |            |  |   |         |  |   | Accumulated   |   |   | Share         |  |   | Total     |  
|                                                                                    |  | Common
      Shares (Note 7) |  |   | Additional |  |   | During  |  |   | Subscriptions |   |   | Stockholders' | 
|                                                                                    |  | Number                       |  |   |            |  |   | Paid In |  |   | Exploration   |   |   | Received      |  |   | Equity    |  
|                                                                                    |  | of Shares                    |  |   | Amount     |  |   | Capital |  |   | Stage         |   |   | In Advance    |  |   | (Deficit) |  
|Shares issued for cash @ $0.001 
            
      on January 13, 2006             |  | 5,500,000                    |  | $ | 5,500      |  | $ | -       |  | $ | -             |   | $ | -             |  | $ | 5,500     |  
|Shares issued for cash @ $0.01 
            
      on August 24, 2006               |  | 2,300,000                    |  |   | 2,300      |  |   | 20,700  |  |   | -             |   |   | -             |  |   | 23,000    |  
|Shares issued for cash @ $0.10 
            
      on October 31, 2006              |  | 950,000                      |  |   | 950        |  |   | 94,050  |  |   | -             |   |   | -             |  |   | 95,000    |  
|Net loss for the period                                                             |  | -                            |  |   | -          |  |   | -       |  |   | (22,176       | ) |   | -             |  |   | (22,176   | )
|                                                                                    |  |                              |  |   |            |  |   |         |  |   |               |   |   |               |  |   |           |  
|Balance, October 31, 2006                                                           |  | 8,750,000                    |  |   | 8,750      |  |   | 114,750 |  |   | (22,176       | ) |   | -             |  |   | 101,324   |  
|Shares issued for mineral property 
             @ $0.22 on September 7, 2007       |  | 10,000                       |  |   | 10         |  |   | 2,190   |  |   | -             |   |   | -             |  |   | 2,200     |  
|Net loss for the year                                                               |  | -                            |  |   | -          |  |   | -       |  |   | (69,538       | ) |   | -             |  |   | (69,538   | )
|                                                                                    |  |                              |  |   |            |  |   |         |  |   |               |   |   |               |  |   |           |  
|Balance, October 31, 2007                                                           |  | 8,760,000                    |  |   | 8,760      |  |   | 116,940 |  |   | (91,714       | ) |   | -             |  |   | 33,986    |  
|Shares issued for mineral property
             
      @ $0.488 on January 16, 2008 |  | 20,000                       |  |   | 20         |  |   | 9,740   |  |   | -             |   |   | -             |  |   | 9,760     |  
|Net loss for the year                                                               |  | -                            |  |   | -          |  |   | -       |  |   | (86,666       | ) |   | -             |  |   | (86,666   | )
|                                                                                    |  |                              |  |   |            |  |   |         |  |   |               |   |   |               |  |   |           |  
|Balance, October 31, 2008                                                           |  | 8,780,000                    |  |   | 8,780      |  |   | 126,680 |  |   | (178,380      | ) |   | -             |  |   | (42,920   | )
|Shares issued for cash @ $0.15 
            
      on June 30, 2009                 |  | 1,055,135                    |  |   | 1,055      |  |   | 157,215 |  |   | -             |   |   | -             |  |   | 158,270   |  
|Net loss for the year                                                               |  | -                            |  |   | -          |  |   | -       |  |   | (135,825      | ) |   | -             |  |   | (135,825  | )
|                                                                                    |  |                              |  |   |            |  |   |         |  |   |               |   |   |               |  |   |           |  
|Balance, October 31, 2009                                                           |  | 9,835,135                    |  |   | 9,835      |  |   | 283,895 |  |   | (314,205      | ) |   | -             |  |   | (20,475   | )
|Shares issued for mineral property 
             @ $0.17 on June 25, 2010           |  | 150,000                      |  |   | 150        |  |   | 25,350  |  |   | -             |   |   | -             |  |   | 25,500    |  
|Shares issued for mineral property 
            
      @ $0.25 on July 7, 2010      |  | 200,000                      |  |   | 200        |  |   | 49,800  |  |   | -             |   |   | -             |  |   | 50,000    |  
|Shares issued for consulting service 
             @ $0.21 on October 20, 2010      |  | 100,000                      |  |   | 100        |  |   | 20,900  |  |   | -             |   |   | -             |  |   | 21,000    |  
|Shares issued for mineral property 
            
      @ $0.22 on October 21, 2010  |  | 250,000                      |  |   | 250        |  |   | 54,750  |  |   | -             |   |   | -             |  |   | 55,000    |  
|Stock-based compensation (Note 7)                                                   |  | -                            |  |   | -          |  |   | 245,710 |  |   | -             |   |   | -             |  |   | 245,710   |  
|Share subscriptions received in 
            
      advance                         |  | -                            |  |   | -          |  |   | -       |  |   | -             |   |   | 109,950       |  |   | 109,950   |  
|Net loss for the year                                                               |  | -                            |  |   | -          |  |   | -       |  |   | (514,001      | ) |   | -             |  |   | (514,001  | )
|                                                                                    |  |                              |  |   |            |  |   |         |  |   |               |   |   |               |  |   |           |  
|Balance, October 31, 2010                                                           |  | 10,535,135                   |  | $ | 10,535     |  | $ | 680,405 |  | $ | (828,206      | ) | $ | 109,950       |  | $ | (27,316   | )

The accompanying notes are an integral part of these
  consolidated financial statements.

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|1. | ORGANIZATION AND DESCRIPTION OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Del Toro Silver Corp. (the Company) was incorporated on
      January 9, 2006 as Candev Resource Exploration, Inc. under the laws of the
      State of Nevada and extraprovincially registered under the laws of the
      Province of British Columbia on August 15, 2006.                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Effective July 28, 2009, the Company completed a merger
      with its wholly owned subsidiary, Del Toro Silver Corp., a Nevada
      corporation which was incorporated on July 7, 2009 solely to change the
      Companys name to Del Toro Silver Corp.                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company is an exploration stage company engaged in
      the acquisition, exploration and development of mineral
      properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The accompanying financial statements have been prepared
      assuming that the Company will continue as a going concern, which
      contemplates, among other things, the realization of assets and
      satisfaction of liabilities in the normal course of business. As shown in
      the accompanying financial statements, the Company incurred a net loss of
      $514,001 for the year ended October 31, 2010, and has an accumulated
      deficit of $828,206. The Company intends to fund operations through equity
      financing arrangements, which may be insufficient to fund its capital
      expenditures, working capital, and other cash requirements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The ability of the Company to emerge from the exploration
      stage is dependent upon, among other things, obtaining additional
      financing to continue operations, explore and develop mineral properties,
      and the discovery, development and sale of ore reserves.                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These factors, among others, raise substantial doubt
      about the Companys ability to continue as a going concern. In response to
      these problems, management intends to raise additional funds through
      public or private placement offerings. The accompanying financial
      statements do not include any adjustments that might result from the
      outcome of this uncertainty.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           

Furniture and equipment
      20%Computer equipment
      30%


| | f) | Earnings per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Basic earnings (loss) per share is computed by dividing
      the net income (loss) by the weighted average number of shares outstanding
      during the period. The computation of diluted earnings per share assumes
      the conversion, exercise or contingent issuance of securities only when
      such conversion, exercise or issuance would have a dilutive effect on
      earnings per share. The dilutive effect of convertible securities is
      reflected in diluted earnings per share by application of the "if
      converted" method. In years in which a loss is incurred, the effect of
      potential issuances of shares under options and warrants would be
      anti-dilutive, and therefore basic and diluted loss per share are the
      same.                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | Deferred income taxes are reported for timing differences
      between items of income or expense reported in the financial statements
      and those reported for income tax purposes in accordance with FASBs
      accounting standard for income taxes, which requires the use of the
      asset/liability method of accounting for income taxes. Deferred income
      taxes and tax benefits are recognized for the future tax consequences
      attributable to differences between the financial statement carrying
      amounts of existing assets and liabilities and their respective tax bases,
      and for tax loss and credit carry-forwards. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. The Company provides a valuation
      allowance for deferred taxes for the estimated future tax effects
      attributable to temporary differences and carry-forwards when realization
      is more likely than not.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Company accounts for uncertain income tax positions
      in accordance with FASBs accounting standard for Accounting for
      Uncertainty in Income Taxes, which requires that that the Company
      recognize in the financial statements, the impact of a tax position, if
      that position is more likely than not of being sustained on examination by
      taxation authorities, based on the technical merits of the
      position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSOCTOBER 31,
    2010

(Stated in US Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | o)                                        
|   |                                           
|   |                                           
|   |                                           
|   | p)                                        
|   |                                           
|   |                                           
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|4. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                         |   | October
      31, 2010 |  |   | October 31, 2009 | 
| | ----------------------- | - | ---------------------- |  | - | ---------------- | 
| |                         |   |                        |  |   | Accumulated      | 
| |                         |   | Cost                   |  |   | Amortization     | 
| |                         |   |                        |  |   |                  | 
| | Computer equipment      | $ | 1,477                  |  | $ | 862              | 
| | Furniture and equipment |   | 3,053                  |  |   | 1,294            | 
| |                         | $ | 4,530                  |  | $ | 2,156            | 

|5. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Companys financial instruments consist of cash,
      receivables, accounts payable and accrued liabilities, due to director and
      convertible debenture. It is managements opinion that the Company is not
      exposed to significant interest, currency, or credit risks arising from
      these financial instruments. The fair values of these financial
      instruments approximate their carrying values due to their short
      term-maturity or capacity of prompt liquidation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | As at October 31, 2010, the Company had the following
      financial assets and liabilities denominated in Canadian
      dollars:                                                                                                                                                                                                                                                                                                                                                                    

Cdn dollarsCash
      $
      733Receivables
      $
      8,479Accounts payable and accrued liabilities
      $
      36,568Due to director
      $
      75


|   | The above amounts are subject to gains and losses arising
      from fluctuations in the exchange rate between the Canadian dollar and the
      U.S. dollar. As of October 31, 2010, Canadian dollar amounts were
      converted at a rate of $1.02 Canadian dollars to $1.00 U.S.
      dollar.                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | CONVERTIBLE DEBENTURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Effective September 8, 2010, the Company closed a
      convertible debt financing with Asher Enterprises, Inc. pursuant to a
      securities purchase agreement dated August 25, 2010. Under the terms of
      the Agreement, the Company issued an 8% convertible note (the Note) in
      the aggregate principal amount of $55,000, unsecured, maturing on May 27,
      2011.                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Note may be converted into shares of the Companys
      common stock at a rate of 58% of the market price on any conversion date,
      any time after 180 days from August 25, 2010, i.e. February 21, 2011,
      subject to adjustments as further set out in the Note. After the maturity
      date May 27, 2011, any unpaid principal or interest on the Note will bear
      interest at a rate of 22% per annum. The Company has the right to repay
      the note within 180 days from August 25, 2010, in consideration of the
      payment of cash equal to 150% of the outstanding principal amount of the
      Note, plus accrued interest.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | After the Note becomes convertible on February 21, 2011,
      the Company will account for the convertible debenture according to Note 3
      o). The liability component of the debt will be classified as current
      liabilities and the equity component will be considered a redeemable
      security and presented as redeemable equity on the balance sheet if the
      debt is considered current at the balance sheet
      date.                                                                                                                                                                                                               

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|7. | CAPITAL STOCK
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|7. | CAPITAL STOCK (continued)
|-- | -------------------------
|   |                          
|   | b)                       
|   |                          
|   |                          

| |                                             |  |                  |  |   | Weighted Average | 
| | ------------------------------------------- |  | ---------------- |  | - | ---------------- | 
| |                                             |  | Number of Shares |  |   | Exercise Price   | 
| | Balance, October 31, 2009                   |  | -                |  | $ | -                | 
| | Granted                                     |  | 1,500,000        |  |   | 0.10             | 
| | Options exercisable at October 31, 2010     |  | 1,500,000        |  | $ | 0.10             | 
| |                                             |  |                  |  |   |                  | 
| | Weighted average remaining contractual life |  | 1.85 years       |  |   |                  | 

On October 31, 2010, the Company had
  outstanding 1,500,000 stock options, exercisable at a price of $0.10 per common
  share, on or before September 7, 2012.

The weighted average fair value of
  options granted during the year ended October 31, 2010, was $0.1638 per stock
  option granted, giving rise to a charge to general and administrative expenses
  and additional paid in capital of $245,710. The fair value was estimated on the
  date of grant using the Black-Scholes option pricing model based on the
  following assumptions:

Expected life of option
      2.0 yearsExpected annual volatility
      217.55%Risk-free interest rate
      1.36%Expected dividend yield
      0.00%


|8. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Dos Naciones Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company entered into an option agreement Option
      Agreement) to acquire a 50% undivided interest, and an option (the
      Option) to acquire a further 20% interest in the Dos Naciones Property
      (the Property), located in state of Sonora, Mexico, with Yale Resources
      Ltd. (Yale), a company with an officer who is also an officer and
      director of the Company on July 7, 2009, amended June 25, 2010 and October
      21, 2010. In consideration of the transfer of a 50% undivided interest in
      the Property, the Company agreed to pay a purchase price of $29,658
      (CAD$35,000) (paid). To exercise the Option to acquire a further 20%
      interest in the Property, the Company is required to issue securities and
      fund exploration, development and other expenditures (the Expenditures)
      on the Property as follows:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | If the Company exercises the Option, the parties will be
      deemed to enter into a joint venture agreement (the Joint Venture
      Agreement) in accordance with the terms of the Option
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|9. | INCOME TAXES                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                   
|   | A reconciliation of the provision for income taxes at the
      United States federal statutory rate compared to the Companys income tax
      expense as reported is as follows:

| |                                                             |   | October 31, |   |   | October 31, |  
| | ----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                             |   | 2010        |   |   | 2009        |  
| |                                                             |   |             |   |   |             |  
| | Net loss before income taxes per financial
      statements | $ | (514,001    | ) | $ | (135,825    | )
| | Income tax rate                                             |   | 34%         |   |   | 34%         |  
| | Income tax recovery                                         |   | (174,760    | ) |   | (46,181     | )
| | Unrecognized items for tax purposes                         |   | 736         |   |   | (347        | )
| | Valuation allowance change                                  |   | 174,024     |   |   | 46,528      |  
| |                                                             |   |             |   |   |             |  
| | Provision for income taxes                                  | $ |            |   | $ |            |  

The significant components of deferred
  income tax assets at October 31, 2010 and 2009 are as follows:

| |                                                         |   | October 31, |   |   | October 31, |  
| | ------------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                         |   | 2010        |   |   | 2009        |  
| | Mineral expenditures capitalized for tax
      purposes | $ | 115,600     |   | $ | 61,900      |  
| | Net operating loss carry forward                        |   | 165,700     |   |   | 45,000      |  
| | Valuation allowance                                     |   | (281,300    | ) |   | (106,900    | )
| |                                                         |   |             |   |   |             |  
| | Net deferred income tax asset                           | $ |            |   | $ |            |  

The amount taken into income as
  deferred income tax assets must reflect that portion of the income tax loss
  carry forwards that is more likely-than-not to be realized from future
  operations. The Company has chosen to provide a full valuation allowance against
  all available income tax loss carry forwards. The Company has recognized a
  valuation allowance for the deferred income tax asset since the Company cannot
  be assured that it is more likely than not that such benefit will be utilized in
  future years. The valuation allowance is reviewed annually. When circumstances
  change and which cause a change in management's judgment about the realizability
  of deferred income tax assets, the impact of the change on the valuation
  allowance is generally reflected in current income.

Management has considered the
  likelihood and significance of possible penalties associated with its current
  and intended filing positions and has determined, based on their assessment,
  that such penalties, if any, would not be expected to be material.

No provision for income taxes has been
  provided in these financial statements due to the net loss for the years ended
  October 31, 2010 and 2009. At October 31, 2010, the Company has net operating
  loss carryforwards totaling approximately $487,400 available for carry-forward
  to reduce future years taxable income, if not utilized, expiring as follows:

2028
      $
      37,2002029
      
      97,0002030
      
      353,200$
      487,400


---

DEL TORO SILVER CORP.(An Exploration Stage Company)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSOCTOBER 31, 2010

(Stated in US Dollars)

|10. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | During the year, the Company incurred $2,000 (2009 -
      $nil) in consulting fees with a director of the Company; $6,244 (2009 -
      $6,310) in rent and $624 (2009 - $386) in telephone expense with a company
      with common officer.                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | These transactions with related parties have been valued
      in these financial statements at the exchange amount, which is the amount
      of consideration established and agreed to by the related
      parties.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The amounts due to director were unsecured, non-interest
      bearing and had no fixed terms of repayment. Accordingly, fair value could
      not be readily determined.                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Companys interest in the Dos Naciones property is
      located in Mexico. All acquisition and exploration costs incurred during
      the year ended October 31, 2010 were incurred in Mexico. All of the
      Companys other assets, liabilities and expenses are located/incurred in
      Canada.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | In December 2010, the Company closed a non-brokered
      private placement for 2,000,000 units at a price of $0.10 per unit, for
      proceeds of $200,000, of which $109,950 had been received as at October
      31, 2010. Each unit consists of one common share and one share purchase
      warrant entitling the holder to purchase an additional common share at a
      price of $0.25 for up to two years from the date of closing. The Company
      had also incurred deferred share issue costs of $9,204 as of October 31,
      2010.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company has evaluated subsequent events pursuant to
      ASL Topic 855 and has determined that there are no additional subsequent
      events to report.                                                                                                                                                                                                                                                                                                                                                                                        

---

26

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and our principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this annual report on Form 10-K. Based on this evaluation,
these officers concluded that as of the end of the period covered by this annual
report on Form 10-K, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities Exchange Commission and include controls and procedures
designed to ensure that such information is accumulated and communicated to our
companys management, including our companys principal executive officer and
our principal financial officer, to allow timely decisions regarding required
disclosure. The conclusion that our disclosure controls and procedures were not
effective was due to the presence of material weaknesses in internal control
over financial reporting as identified below under the heading Managements
Report on Internal Control Over Financial Reporting. Management anticipates
that such disclosure controls and procedures will not be effective until the
material weaknesses are remediated. Our company intends to remediate the
material weaknesses as set out below.

Managements Report on Internal Control Over Financial
Reporting

Our companys management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our
companys internal control over financial reporting is designed to provide
reasonable assurance, not absolute assurance, regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the
United States of America. Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our companys assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States of America, and that our companys receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.

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

Our Management, including our principal executive officer and
our principal financial officer, conducted an evaluation of the design and
operation of our internal control over financial reporting as of October 31,
2010 based on the criteria set forth in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not
effective as at October 31, 2010 due to the following material weaknesses which
are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of both US GAAP and SEC
guidelines.

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27

Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period
covered by this annual report on Form 10-K, we have not been able to remediate
the material weaknesses identified above. To remediate such weaknesses, we plan
to implement the following changes during our fiscal year ending October 31,
2011: (i) appoint additional qualified personnel to address inadequate
segregation of duties and ineffective risk management; and (ii) adopt sufficient
written policies and procedures for accounting and financial reporting. The
remediation efforts set out in (i) is largely dependent upon our company
securing additional financing to cover the costs of implementing the changes
required. If we are unsuccessful in securing such funds, remediation efforts may
be adversely effected in a material manner.

Because of the inherent limitations in all control systems, no
  evaluation of controls can provide absolute assurance that all control issues,
  if any, within our company have been detected. These inherent limitations include
  the realities that judgments in decision-making can be faulty and that breakdowns
  can occur because of simple error or mistake.

Changes in Internal Control Over Financial Reporting.

There were no changes in our companys internal control over
financial reporting during the quarter ended October 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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28

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at February 15, 2011, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
      Position Held with the Company
      Age
      Date First Elected or AppointedMark McLeary
    President, Secretary, Treasurer,
      Chief Executive Officer and Director
    45
    January 9, 2006Ezra Jimenez
    Chief Financial Officer and
      Director
    45
    July 17, 2009


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons principal occupation during the period, and the
name and principal business of the organization by which he was employed.

Mark A. McLeary is our chief executive officer,
president, secretary, treasurer and a director and has served in those
capacities since our inception. Mr. McLeary has been a certified financial
planner since 1995 and a chartered financial planner since 1995. He has worked
in the financial planning industry for over 19 years with an emphasis on
investment and tax planning. Mr. McLeary is a member of the Financial Planners
Standards Council of Canada and founded McLeary Capital Management, Inc. in
1995. McLeary Capital provides retirement, tax and estate planning advice to
individuals and corporations in British Columbia. Since 1995 Mr. McLeary, as the
principal of McLeary Capital, has been responsible for managing approximately
$40 million of clients investments. Mr. McLeary is currently the president,
chief executive officer and a director of Silver Sun Resource Corp.., a public
company listed on the TSX Venture Exchange. Mr. McLeary has served in those
capacities since the inception of Silver Sun. Mr. McLeary is also the president
and CEO of Newton Gold Corp. (TSX-V: NWG).

We believe Mr. McLeary is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company since January 2006, in
addition to his education and business experiences as described above.

Ezra Jimenez is our chief financial officer and a
director of our company and has served in those capacities since July 17, 2009.
Mr. Jimenez has a Master of Law and an MBA from ITAM, Mexico City, Mexico. For
20 years Mr. Jimenez was a partner of Cornejo, Mendez, Gonzalez & Duarte,
S.C. (CMGD) of Mexico City where he assisted foreign companies in structuring
mergers and acquisitions. Mr. Jimenez has specialized in various aspects of
Mexican Law including arbitration and negotiations, mining law, and
environmental law. Currently, Mr. Jimenez is the Vice President, Operations and
Chief Financial Officer of Yale Resources Ltd., a public company listed on the
TSX Venture Exchange in Canada. He has served in that capacity for the past two
years. We entered into a property option agreement with Yale Resources Ltd. on
July 7, 2009 pursuant to which we acquired (effective July 9, 2009) a 50%
undivided interest, and an option to acquire a further 30% interest in, the Dos
Naciones Property, located in state of Sonora, Mexico.

We believe Mr. Jimenez is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working for our company since July 2009, in
addition to his education and business experiences as described above.

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29

Term of Office

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the directors and
officers described above.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors,
officers, employees and consultants, which is a code of ethics as defined by
applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to
our annual report filed on Form 10-KSB with the SEC on September 19, 2007. If we
make any amendments to our Code of Ethics other than technical, administrative,
or other non-substantive amendments, or grant any waivers, including implicit
waivers, from a provision of our Code of Ethics to our chief executive officer,
chief financial officer, or certain other finance executives, we will disclose
the nature of the amendment or waiver, its effective date and to whom it applies
in a Current Report on Form 8-K filed with the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our officers, directors and greater
than 10% percent beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following
persons:

- our principal executive officer;

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30

- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended October 31, 2010; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our years ended October 31, 2010 and 2009, are set out in the
following summary compensation table:

SUMMARY COMPENSATION TABLEName and Principal
        Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards
        ($)
      Non- Equity Incentive
        Plan Compensa-tion ($)
      Change in Pension Value and
        Nonqualified Deferred **Compensation**Earnings ($)
      All Other **Compensa**
        -tion ($)
      Total ($)Mark McLeary(1)
        President, Secretary, 
        Treasurer, Chief 
        Executive 
        Officer
      2010 
        2009
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilEzra Jimenez(2)
        Chief Financial Officer
      2010 
        2009
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


|(1) | Mark McLeary was appointed our president, secretary,
      treasurer, chief executive officer and chief financial officer on January
      9, 2006. Mr. McLeary resigned as our chief financial officer on July 17,
      2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Ezra Jimenez has been our chief financial officer since
      July 17, 2009.                                                                                                                                                   

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each executive officer
certain information concerning the outstanding equity awards as of October 31,
2010.

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31

OPTION AWARDS
      STOCK AWARDSName
      Number of Securities Underlying UnexercisedOptions (#) Exercisable
      Number of Securities Underlying**Unexercised**Options (#) **Unexercisable**
      Equity Incentive
        Plan Awards: Number of Securities
        Underlying **Unexercised****Unearned**
        Options (#)
      **Option** Exercise Price ($)
      Option Expiration Date
      Numberof Shares or Units of
        StockThat Have Not Vested
        (#)
      Market
        **Value of**Shares orUnits ofStock That **Have Not**
        Vested($)
      Equity Incentive
        Plan Awards: Number of
        **Unearned** **Shares,** **Units
        or** Other Rights That **Have Not** Vested (#)
      Equity Incentive Plan
        Awards: Market or Payout Value
        of Unearned Shares, Units or Other Rights That Have Not Vested
        (#)Mark McLeary
      500,000
      Nil
      Nil
      $0.10
      September 7, 2012
      Nil
      -
      Nil
      NilEzra Jiminez
      500,000
      Nil
      Nil
      $0.10
      September 7, 2012
      Nil
      -
      Nil
      Nil


Aggregated Options Exercised in the Year Ended October 31,
2010 and Year End Option Values

There were no stock options exercised during the year ended
October 31, 2010.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended October 31, 2010.

Director Compensation

We do not pay our directors any fees or other compensation for
acting as directors. We have not paid any fees or other compensation to any of
our directors for acting as directors to date.

The following table sets forth for each director other than our
executive officers certain information concerning the outstanding equity awards
as of October 31, 2010.

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32

OPTION AWARDS
      STOCK AWARDSName
      Number of Securities Underlying UnexercisedOptions (#) Exercisable
      Number of Securities Underlying**Unexercised**Options (#) **Unexercisable**
      Equity Incentive
        Plan Awards: Number of Securities
        Underlying **Unexercised** **Unearned**
        Options (#)
      Option Exercise Price ($)
      Option Expiration Date
      Numberof Shares or Units of
        StockThat Have Not Vested (#)
      Market
        **Value of**Shares orUnits ofStock That **Have Not**
        Vested($)
      Equity Incentive
        Plan Awards: Number of
        **Unearned** **Shares,** **Units
        or** Other Rights That **Have Not** Vested (#)
      Equity Incentive Plan
        Awards: Market or Payout Value
        of Unearned Shares, Units or Other Rights That Have Not Vested
        (#)Richard Tschauder 
        (former director)
      500,000
      Nil
      Nil
      $0.10
      September 7, 2012
      Nil
      -
      Nil
      Nil


Employment Contracts

We presently do not have any employment agreements or other
compensation arrangements with either Mr. McLeary or Mr. Jiminez. Generally, Mr.
McLeary provides his services on a part-time basis without compensation. Mr.
McLeary has agreed not to charge any management fee during the current period in
which we are seeking new business opportunities.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of February 11, 2011, there were 12,535,135 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock.

|Title of Class Directors and Officers: | Name and Address of Beneficial Owner                                      | Number of Shares Beneficially
      Owned (1) | Percentage of Class (2)
|-------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------------- | -----------------------
|                                       |                                                                           |                                               |                        
|Common Stock                           | Mark McLeary
      Suite 400  409 Granville Street Vancouver, BC V6C 1T2 | 6,230,000(3)                                  | 47.8%                  
|                                       |                                                                           |                                               |                        
|                                       | Ezra Jiminez
      Suite 400  409 Granville Street Vancouver, BC V6C 1T2 | 500,000(3)                                    | 3.8%                   
|                                       |                                                                           |                                               |                        
|Common Stock                           | Directors and
      Officers as a group (2)                               | 6,730,000(4)                                  | 49.7%                  

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33

5% StockholdersCommon Stock
    Mark McLeary Suite 400 
      409 Granville Street Vancouver, BC V6C 1T2
    6,230,000(3)
    47.8%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | The percentage of class is based on 12,535,135 shares of
      common stock issued and outstanding as of February 11, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Includes 500,000 shares of the Company acquirable on
      exercise of options within 60 days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | Includes 1,500,000 shares of the Company acquirable on
      exercise of options within 60 days of the date
hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

None of the following parties has, since commencement of our
fiscal year ended October 31, 2010, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us, in which our company is a participant and
the amount involved exceeds the lesser of $120,000 or 1% of the average of our
companys total assets for the last three completed financial years:

| | (i)   | Any of our directors or officers;                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| |       |                                                                                                                                                                            
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

Director Independence

Our common stock is quoted on the OTC bulletin board
interdealer quotation system, which does not have director independence
requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. Mark McLeary is our chief executive officer, president and
treasurer and Ezra Jimenez is our chief financial officer. Accordingly, we have
no independent directors.

At this stage of our operating history and resources, our
management believes that we will have difficulty in attracting independent
directors. In addition, we would be likely be required to obtain directors and
officers

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34

insurance coverage in order to attract and retain independent
directors. our management believes that the costs associated with maintaining
such insurance is prohibitive at this time.

Audit Committee Financial Expert

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. Our board of directors has determined
that it does not have an audit committee member that qualifies as an audit
committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
Our audit committee is composed of our directors and officers. We believe that
the audit committee members are capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated revenues
to date.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis
Non-audit Services)provides an exemption from the requirement that the
audit committee must pre-approve all non-audit services to be provided by the
auditor, where the total amount of fees related to the non-audit services are
not expected to exceed 5% of the total fees payable to the auditor in the fiscal
year in which the non-audit services were provided. Section 8 (Exemptions)permits a company to apply to a securities regulatory authority for an
exemption from the requirements of National Instrument 52-110 in whole or in
part.

The audit committee has adopted specific policies and
procedures for the engagement of non-audit services as set out in the Audit
Committee Charter of our company. A copy of our companys Audit Committee
Charter was filed as an exhibit to our annual report on Form 10-K filed on
January 29, 2009.

National Instrument 58-101

We are a reporting issuer in the Province of British Columbia.
National Instrument 58-101 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning corporate governance disclosure.

Board of Directors

Our board of directors currently consists of Mark McLeary and
Ezra Jimenez. We have determined that Messrs. McLeary and Jimenez are not
independent as that term is defined in National Instrument 52-110 due to the
fact that they are directors and officers of our company.

Our board of directors facilitates its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in Canada
and the United States. Our boards primary responsibilities are to supervise the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards. The board
is also responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the chief executive officer of our
  company, approving the compensation of all executive officers and ensuring
  that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;

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35

- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the board or
  management, may require board scrutiny.

Directorships

The following directors are also directors of other reporting
issuers (or the equivalent in a foreign jurisdiction), as identified next to
their name:

Director
      Reporting Issuers or Equivalent in a Foreign
        JurisdictionMark McLeary
    Silver Sun Resource Corp.  TSX Venture
      Exchange Newton Gold Corp.  TSX Venture ExchangeEzra Jimenez
    Yale Resources Ltd.  TSX Venture Exchange


Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended October 31, 2010 and October 31, 2009 for professional
services rendered by MacKay LLP, Chartered Accountants for the audit of our
annual financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

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36

Year Ended October 31,
      2010
    Year Ended October 31,
      2009Audit Fees and Audit Related Fees
    $16,300
    $15,000Tax Fees
    $1,500
    $1,500All Other Fees
    -
    -Total
    $17,800
    $16,500


In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
  fees billed by MacKay LLP and believes that the provision of services for activities
  unrelated to the audit is compatible with maintaining MacKay LLP.

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37

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
      Description3.1
      Articles of Incorporation
          (filed as an exhibit to our Form SB-2 Registration Statement, filed
          on January 22, 2007)3.2
      Bylaws (filed as an exhibit
          to our Form SB-2 Registration Statement, filed on January 22, 2007)3.3
      Articles of Merger filed with
          the Secretary of State of Nevada on July 24, 2009 dated effective July
          28, 2009 (filed as an exhibit to our Current Report on Form 8-K, filed
          on August 19, 2009)10.1
      Property Option Agreement
          dated August 25, 2006 (filed as an exhibit to our Form SB-2 Registration
          Statement, filed on January 22, 2007)10.2
      Amended Property Option Agreement
          dated January 15, 2008 (filed as an exhibit to our Current Report on
          Form 8-K, filed on January 16, 2008)10.3
      Termination Agreement and
          Mutual Release dated December 3, 2008 (filed as an exhibit to our Current
          Report on Form 8-K, filed on December 12, 2008)10.4
      Letter of Intent between Candev
          Resource Exploration Inc. and Yale Resources Ltd. dated February 24,
          2009 (filed as an exhibit to our Quarterly Report on Form 10-Q, filed
          on June 18, 2009)10.5
      Amendment to Letter of Intent
          between Candev Resource Exploration Inc. and Yale Resources Ltd. dated
          March 11, 2009 (filed as an exhibit to our Quarterly Report on Form
          10-Q, filed on June 18, 2009)10.6
      Form of Subscription Agreement
          for the Private Placement Completed on June 30, 2009 (incorporated by
          reference to an exhibit to our Current Report on Form 8-K, filed on
          July 8, 2009)10.7
      Option Agreement dated July
          7, 2009 between Yale Resources Ltd. and our company (incorporated by
          reference to an exhibit to our Current Report on Form 8-K, filed on
          July 15, 2009)10.8
      Subscription Agreement between
          Mark McLeary and Candev Resource Exploration Inc. (incorporated by reference
          to an exhibit to Schedule 13D filed on July 16, 2009)10.9
      Amendment to Option Agreement
          between Del Toro Silver Corp. and Yale Resources Ltd. dated June 25,
          2010 (incorporated by reference to an exhibit to our Current Report
          on Form 8-K, filed on June 29, 2010)10.10
      Investor Relations Agreement
          with Goal Capital LLC dated July 15, 2010 (incorporated by reference
          to an exhibit to our Quarterly Report on Form 10-Q, filed on September
          20, 2010)10.11
      Convertible Promissory Note
          dated August 25, 2010 (incorporated by reference to an exhibit to our
          Quarterly Report on Form 10-Q, filed on September 20, 2010)10.12
      Securities Purchase Agreement
          dated August 23, 2010 (incorporated by reference to an exhibit to our
          Quarterly Report on Form 10-Q, filed on September 20, 2010)10.13
      2010 Stock Option Plan (incorporated
          by reference to an exhibit to our Quarterly Report on Form 10-Q, filed
          on September 20, 2010)10.14
      Amendment #2 to Option Agreement
          between Del Toro Silver Corp. and Yale Resources Ltd. dated October
          21, 2010 (incorporated by reference to an exhibit to our Current Report
          on Form 8-K filed on October 25, 2010)10.15*
      Form
          of Subscription Agreement for the Private Placement completed on December
          3, 201010.16*
      Form
          of US Subscription Agreement for the Private Placement completed on
          December 3, 2010


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38

14.1
      Code of Ethics (filed as an
          exhibit to our Quarterly Report on Form 10-QSB filed on September 19,
          2007)21.1
      Subsidiary of Del Toro Silver
          Corp.: Minera Plata Del Toro S.A. de C.V., a Mexican corporation31.1*
      Certification
          of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
          Act of 200231.2*
      Certification
          of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
          Act of 200232.1*
      Certification
          of Chief Executive Officer pursuant Section 906 Certifications under
          Sarbanes-Oxley Act of 200232.2*
      Certification
          of Chief Financial Officer pursuant Section 906 Certifications under
          Sarbanes-Oxley Act of 200299.1
      Audit Committee Charter (filed
          as an exhibit to our Annual Report on Form 10-K filed on January 29,
          2009)


* Filed herewith.

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39

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.

DEL TORO SILVER CORP.

By   /s/ Mark McLeary       
Mark McLeary        President, Secretary,
Treasurer, Chief         Executive
Officer         (Principal Executive
Officer)

Date: February 15,
2011



By   /s/ Ezra Jimenez
       
Ezra Jimenez         Chief Financial
Officer        (Principal Accounting
Officer and        Principal Financial
Officer)

Date: February 15,
2011

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



By  /s/ Mark McLeary       
Mark McLeary        President, Secretary,
Treasurer, Chief         Executive
Officer and Director

Date: February 15,
2011



By  /s/ Ezra Jimenez       
Ezra Jimenez         Chief Financial
Officer and Director

February 15, 2011

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