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UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington,
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, 2009

[ ] 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
775.338.2598

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.[ ]

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: $666.000 based on a price of $0.20 per
share, being the average bid and asked price of such common equity on the OTC
Bulletin Board as of April 30, 2009.

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.
9,835,135 shares of common stock as of February 12, 2010.

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.

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3

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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4

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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5

ITEM 1. BUSINESS

General

We were incorporated under the laws of the state of Nevada on
January 9, 2006 under the name of Candev Resource Exploration, Inc. Effective
July 28, 2009, we changed our name from Candev Resource Exploration, Inc. 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 an exploration stage mineral
company. We own a 50% undivided interest in the Dos Naciones Project Property,
located in the state of Sonora, Mexico. We also intend to acquire additional
mineral claims in the future. Previously, we had entered into a property option
agreement dated August 25, 2006 (the King Property Option Agreement) with Carl
von Einsiedel pursuant to which we received a right and option to acquire a 100%
interest in and to the King claims. On January 15, 2008 Candev amended the King
Property Option Agreement. The Amended King Property Option Agreement was
entered into for the purpose of increasing the number of claims covered by the
option agreement including two (2) additional mining claims located in the Iskut
River region in northwestern British Columbia: tenure numbers 552025 and 552026.
We entered into a termination agreement dated December 3, 2008 with Carl von
Einsiedel (the Termination Agreement) and effective as of October 31, 2008.
Pursuant to the terms of the Termination Agreement the parties agreed to
terminate the King Property Option Agreement and any amendments thereto. Both
parties have released each other from any and all obligations and liabilities
pursuant to the King Property Option Agreement.

To date, our activities have been limited to organizational
matters, obtaining a geology report on the King claims and conducting our
exploration program on the King Claims. We intend to focus our business on
pursuing a three phase exploration program on the Dos Naciones Property. We also
changed the address of our head office to 400 -409 Granville Street Vancouver,
British Columbia V6C 1T2.

We have no revenues, have achieved losses since inception, have
been issued a going concern opinion by our auditors and rely upon the sale of
our securities to fund operations. Accordingly, we will be dependent on future
additional financing in order to seek other business opportunities in the mining
industry or new business opportunities.

Our Current Business

Our current business focus 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.

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 is
  intended to commence in March, 2010, subject to receipt of additional financing
  and is anticipated to cost approximately $53,500. The first phase is expected
  to consist of detailed geological mapping, hand trenching and prospecting. 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.

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6

We have not commenced our planned exploration program on the
  Dos Naciones Property. There was prior exploration on the property by our joint
  venture partner Yale Resources Ltd. 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 hold 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.

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. We have not yet 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 30% 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. 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
30% 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:

| | (i)   | on or before July 7, 2010, we are required to issue
      200,000 restricted shares of our common stock to Yale and fund
      expenditures on the exploration program on the Dos Naciones Property in
      the minimum amount of CDN$150,000;        
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                        
| | (ii)  | on or before July 7, 2011, we are required to issue
      250,000 restricted shares of common stock of Del Toro to Yale and fund
      expenditures on the exploration program on the Property in the minimum
      amount of CDN$250,000; and         
| |       |                                                                                                                                                                                                                                                        
| | (iii) | on or before July 7, 2012, we are required to issue
      350,000 restricted shares of common stock of Del Toro to Yale and fund
      expenditures on the exploration program on the Dos Naciones Property in
      the minimum amount of CDN$400,000.

During the term of the Option Agreement, if at any time prior
to the exercise of the Option any of the following events occur then Yale will
have the right to purchase all of our interest in the Dos Naciones Property for
CDN$17,500 (the Option Period):

| | (i)   | Del Toro provides notice that it does not intend to
      exercise the Option;                                                     
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                    
| | (ii)  | Del Toro is in material default of the Option Agreement
      for a period of 30 days after receiving a default notice from
  Yale;
| |       |                                                                                                                                    
| | (iii) | Del Toro fails to implement Phase I of the work program
      within six months of July 7, 2009;                                   
| |       |                                                                                                                                    
| | (iv)  | Del Toro fails to make the Expenditures or make an
      equivalent payment to Yale in lieu of the
Expenditures.                   

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 of all operations on the
  Dos Naciones Property is Yale for a period of at least one year from the closing
  date of the agreement, afterwhich, at its choosing, Del Toro may become operator.
  The operator may delegate any management duties and responsibilities it deems
  necessary for the efficient 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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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 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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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, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

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10

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.

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.

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11

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 50% of his working time on providing management services to us and
Ezra Jimenez our chief financial officer devotes approximately 25% 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. 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.

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12

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, 2009, we had working
capital deficit of $23,552. We incurred a net loss of $135,825 for the year
ended October 31, 2009 and $314,205 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 January 25, 2010, 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.

All of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a
result, it may be difficult for investors to enforce within the United States
any judgments obtained against us or our officers and directors, including
judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state thereof. Consequently, you may be effectively
prevented from pursuing remedies under United States federal and state
securities laws against us or our officers and directors.

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.

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13

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. 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 are located at 400 - 409 Granville Street Vancouver, British
Columbia V6C 1T2, Canada. We rent the office at a rate of $575 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 30% pursuant to the terms of our
  Option Agreement 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 80% 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.

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14

Technical Report

In accordance with its requirements under Canadian securities
laws Del Toro received an National Instrument 43-101 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.

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.

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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15

Figure 1  Location of Dos Naciones Claim



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16

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.

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.

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17

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.

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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.

None.

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18

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  | Low  
|---------------- | ----- | -----
|October 31, 2009 | $0.28 | $0.05
|July 31, 2009    | $0.3  | $0   
|April 30, 2009   | $0.24 | $0   
|January 31, 2009 | $0.20 | $0   
|October 31, 2008 | $0.30 | $0.05

Our transfer agent is Wall Street Transfer Agents Inc., of
12492 Harris Road, Pitt Meadows, BC, Canada V3Y 2J4; telephone number:
604-542-7440; facsimile: 604-465-7485.

Holders of our Common Stock

As of February 12, 2010, there were 29 registered stockholders
holding 9,835,135 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 described below, we have not sold any equity
securities that were not registered under the Securities Act during the fiscal
year ended October 31, 2009.

On June 30, 2009, we completed a private placement of 1,055,135
  units at a price of $0.15 per unit to twenty investors, with each unit consisting
  of one common share and one common share purchase warrant, for gross proceeds
  of approximately $158,270. Each warrant entitles the holder thereof to purchase
  one additional common share at a price of $0.30 per share for a period of two
  years expiring on June 30, 2011. We issued the securities to twenty subscribers,
  each of whom represented that they were not a U.S. person (as that
  term is defined in Regulation S of the Securities Act of 1933) in an offshore
  transaction relying on Regulation S and/or Section 4(2) of the Securities Act
  of 1933.

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19

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, 2009.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any equity compensation plans.

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 three phase exploration program on the
Dos Naciones Property at an aggregate estimated cost of $450,000. The first
phase of our exploration program is intended to commence in March, 2010 and is
anticipated to cost approximately $53,500. This phase is expected to consist of
detailed geological mapping, hand trenching and prospecting. 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.
This 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. A detailed breakdown of the proposed budget
and work exploration program is as follows:

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20

Estimated Dos Naciones Work Program CostsPhase 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
    $
    53,500Phase TwoIP surveying in area of aeromagnetic low15 days of surveying along cut grid lines
      with picketsat 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, waterhaul)cost of $180 per meter:
    $
    90,000Diamond drilling to test mineralized
      vein structures at DosNaciones300 meters at an all-inclusive (drilled,
      logged, split, sampled, waterhaul)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


We have not commenced our planned exploration program on the
Dos Naciones Property. 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.

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. We have not yet 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.

---

21

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                            | $ | 60,000  | 
|Securities Exchange Act of 1934                                                                                               |   |         | 
|General and administrative expenses                                                                                           | $ | 25,000  | 
|Total                                                                                                                         | $ | 235,000 | 

As of October 31, 2009, we had cash of $738. Presently we do
  not have enough funds to commence the initial phase of our work program and
  we will require additional funds to proceed with our plan of operation over
  the next twelve months. This amount may also increase if we are required to
  carry out due diligence investigations in regards to any prospective property
  or business opportunity or if the costs of negotiating the applicable transaction
  are greater than anticipated. We plan to rely on the equity financing in order
  to raise the 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, 2009 and 2008 which are included herein.

Our operating results for the years ended October 31, 2009 and
2008 are summarized as follows:

Years EndedOctober31,2009
    
    
    2008Revenue
    $
    -
    
    $
    -Operating Expenses
    
    95,942
    
    
    73,439Mineral Property Acquisition Costs
    
    29,658
    
    
    9,760Mineral Property Exploration Costs
    
    10,225
    
    
    3,467Net Loss
    $
    135,825
    
    $
    86,666


Revenues

We terminated our property option agreement on our King claims
and acquired the Dos Naciones Property and have not earned any revenues to
date.

---

22

Expenses

Our expenses for the years ended October 31, 2009 and 2008 are
outlined in the table below:

Years EndedOctober 31,2009
    
    
    2008General and Administrative Expenses
    
    
    
    
    -Accounting and Auditing
    $
    19,793
    
    $
    28,420Advertising and Promotion
    
    1,311
    
    
    3,260Amortization
    
    926
    
    
    527Bank Charges and Interest
    
    338
    
    
    142Consulting Fee
    
    2,185
    
    
    10,000Filing Fees
    
    7,513
    
    
    -Foreign Exchange Loss (gain)
    
    (1,675
    )
    
    (5,164
    )Legal
    
    55,455
    
    
    31,199Meals and Entertainment
    
    1,306
    
    
    1,319Office and Sundry
    
    380
    
    
    425Rent
    
    6,310
    
    
    -Shareholders communication
    
    673
    
    
    -Telephone
    
    621
    
    
    -Transfer Agent
    
    745
    
    
    1,118Travel and Accommodations
    
    61
    
    
    2,193Total General and Administrative
      Expenses
    **$**
    95,942
    
    **$**
    73,439Mineral ExpensesMineral Property Acquisition Costs
    
    29,658
    
    
    9,760Mineral Property Exploration Costs
    
    10,225
    
    
    3,467Total Mineral Expenses
    $
    39,883
    
    $
    13,227Total Expenses
    $
    135,825
    
    $
    86,666


General and Administrative

The $49,159 increase in our general and administrative expenses
for the year ended October 31, 2009 compared to October 31, 2008 was primarily
due to: (i) an increase in legal fees; (ii) an increase in filing fees; (iii) an
increase in rent; and (iv) an increase in acquisition expenses.

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 2010 as we are subject to the reporting obligations of the
Securities Exchange Act of 1934.

Liquidity and Capital Resources

Working Capital

|                             |   |                  |   |   |                  |   |  | Percentage |  
|---------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | -
|                             |   | As at            |   |   | As at            |   |  | Increase / |  
|                             |   | October 31, 2009 |   |   | October 31, 2008 |   |  | (Decrease) |  
|Current Assets               | $ | 4,535            |   | $ | 3,092            |   |  | 46.7%      |  
|Current Liabilities          | $ | 28,087           |   | $ | 50,015           |   |  | (43.8%     | )
|Working Capital (Deficiency) | $ | (23,552          | ) | $ | (46,923          | ) |  | (49.8%     | )

---

23

|Cash Flows                            |   |                  |   |   |                  |   |  |            |  
|------------------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | -
|                                      |   |                  |   |   |                  |   |  | Percentage |  
|                                      |   | Year Ended       |   |   | Year Ended       |   |  | Increase / |  
|                                      |   | October 31, 2009 |   |   | October 31, 2008 |   |  | (Decrease) |  
|Cash used in Operating Activities     | $ | (126,523         | ) | $ | (69,109          | ) |  | 83.1%      |  
|Cash used by Investing Activities     | $ | -                |   | $ | (4,530           | ) |  | (100%      | )
|Cash provided by Financing Activities | $ | 127,036          |   | $ | 31,234           |   |  | 306.7%     |  
|Net Increase (Decrease) in Cash       | $ | 513              |   | $ | (42,405          | ) |  | (101.2%    | )

We anticipate that we will incur approximately $56,000 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 $126,523
during the year ended October 31, 2009 and $69,109 during the year ended October
31, 2008.

Cash From Investing Activities

We used cash in investing activities in the amount of $- during
the year ended October 31, 2009 and $4,530 during the year ended October 31,
2008.

Cash from Financing Activities

We generated $127,036 from financing activities during the year
ended October 31, 2009 compared to $31,234 during the year ended October 31,
2008.

Disclosure of Outstanding Share Data

As at the date of this annual report, we had 9,835,135 shares
of common stock issued and outstanding and 1,055,135 warrants outstanding. The
warrants are exercisable at a price of $0.30 per share until June 30, 2011. We
do not have any options or 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, 2009, our company has accumulated losses of
$314,025 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.

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, 2009, 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.

---

24

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.

Recent Accounting Pronouncements

Effective November 1, 2008, the Company adopted Statement of
  Financial Accounting Standards No. 157, “Fair Value Measurements”
  (“SFAS 157”, codified as FASB ASC topic 820). It defines fair value,
  establishes a framework for measuring fair value in generally accepted accounting
  principles (GAAP), and expands disclosures about fair value measurements. The
  adoption of the standard has not had any impact on the Company’s financial
  position, results of operations, or cash flows.

---

25

Effective November 1, 2008, the Company adopted Statement of
  Financial Accounting Standards No. 159, “The Fair Value Option for Financial
  Assets and Financial Liabilities” (“SFAS 159”, codified as
  FASB ASC topic 825). It permits entities to choose to measure many financial
  instruments, and certain other items, at fair value. The adoption of the standard
  has not had any impact on the Company’s financial position, results of
  operations, or cash flows.

Effective May 1, 2009, the Company adopted Statement of Financial
  Accounting Standards No. 165, “Subsequent Events” (“SFAS 165”,
  codified as FASB ASC 855-10-50). It establishes general standards of accounting
  for and disclosure of subsequent events. The adoption of the standard has not
  had any impact on the Company’s financial position, results of operations,
  or cash flows.

In June 2009 the FASB established the Accounting Standards Codification
  (“Codification” or “ASC”) as the source of authoritative
  accounting principles recognized by the FASB to be applied by nongovernmental
  entities in the preparation of financial statements in accordance with generally
  accepted accounting principles in the United States (“GAAP”). Rules
  and interpretive releases of the Securities and Exchange Commission (“SEC”)
  issued under authority of federal securities laws are also sources of GAAP for
  SEC registrants. Existing GAAP was not intended to be changed as a result of
  the Codification, and accordingly the change did not impact our financial statements.

Statement of Financial Accounting Standards (“SFAS”)
  No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an
  Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments
  to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The
  FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
  Accounting Principles—a replacement of FASB Statement No. 162” were
  recently issued. SFAS No. 166, 167, and 168 have no current applicability to
  the Company or their effect on the financial statements would not have been
  significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05
  (ASC Topic 820), which amends Fair Value Measurements and Disclosures –
  Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements,
  ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software
  Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which
  contain technical corrections to existing guidance or affect guidance to specialized
  industries or entities were recently issued. These updates have no current applicability
  to the Company or their effect on the financial statements would not have been
  significant.

---

26

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|CONSOLIDATED FINANCIAL STATEMENTS           
|FOR THE YEAR ENDED OCTOBER 31, 2009         
|                                            
|(Stated in US Dollars)                      

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

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

---

|CHARTEREDACCOUNTANTS
      MacKay LLP | 1100  1177 West Hastings Street | 
|------------------------------------- | -------------------------------- | 
|Vancouver, BC V6E 4T5                
|Tel: (604) 687-4511                  
|Fax: (604) 687-5805                  
|Toll Free: 1-800-351-0426            
|www.mackay.ca                        

Report of Independent Registered Public Accounting Firm

To the Shareholders ofDel Toro Silver Corp. (Formerly Candev Resource Exploration, Inc.)(an Exploration Stage Enterprise)

We have audited the balance sheets of Del Toro Silver Corp. (Formerly
  Candev Resource Exploration, Inc.) (an Exploration Stage Enterprise) as at October
  31, 2009 and 2008 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, 2009. 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,
  2009 and 2008 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, 2009 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         
|----------------- | ---------------------
|January 25, 2010  | Chartered Accountants

F-1

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(An Exploration Stage Company)              
|CONSOLIDATED BALANCE SHEETS                 
|                                            
|(Stated in US Dollars)                      

|                                                                                                                                                               |   | 2009     |   |   | 2008     |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                                                                                                                               |   |          |   |   |          |  
|ASSETS                                                                                                                                                         |  
|                                                                                                                                                               |   |          |   |   |          |  
|Current Assets                                                                                                                                                 |   |          |   |   |          |  
|Cash                                                                                                                                                           | $ | 738      |   | $ | 225      |  
|Receivables                                                                                                                                                    |   | 3,797    |   |   | 2,867    |  
|                                                                                                                                                               |   |          |   |   |          |  
|Total Current Assets                                                                                                                                           |   | 4,535    |   |   | 3,092    |  
|Property and equipment (Note 4)                                                                                                                                |   | 3,077    |   |   | 4,003    |  
|                                                                                                                                                               |   |          |   |   |          |  
|Total Assets                                                                                                                                                   | $ | 7,612    |   | $ | 7,095    |  
|                                                                                                                                                               |   |          |   |   |          |  
|                                                                                                                                                               |   |          |   |   |          |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                          |  
|                                                                                                                                                               |   |          |   |   |          |  
|Current Liabilities                                                                                                                                            |   |          |   |   |          |  
|Accounts payable and accrued liabilities                                                                                                                       | $ | 28,087   |   | $ | 18,781   |  
|Due to director                                                                                                                                                |   | -        |   |   | 31,234   |  
|                                                                                                                                                               |   |          |   |   |          |  
|Total Liabilities                                                                                                                                              |   | 28,087   |   |   | 50,015   |  
|                                                                                                                                                               |   |          |   |   |          |  
|Stockholders' Deficit                                                                                                                                          |   |          |   |   |          |  
|Capital Stock (Note 6)                                                                                                                                         |   |          |   |   |          |  
|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: 
           9,835,135 (2008 - 8,780,000) common shares                                                                                 |   | 9,835    |   |   | 8,780    |  
|Additional paid in capital                                                                                                                                     |   | 283,895  |   |   | 126,680  |  
|Deficit - Accumulated during exploration stage                                                                                                                 |   | (314,205 | ) |   | (178,380 | )
|                                                                                                                                                               |   |          |   |   |          |  
|Total Stockholders' Deficit                                                                                                                                    |   | (20,475  | ) |   | (42,920  | )
|                                                                                                                                                               |   |          |   |   |          |  
|Total Liabilities and Stockholders' Deficit                                                                                                                    | $ | 7,612    |   | $ | 7,095    |  

Going concern (Note 2)

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

F-2

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(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 |  
|                                                                              |   | 2009         |   |   | 2009       |   |   | 2008       |  
|                                                                              |   |              |   |   |            |   |   |            |  
|GENERAL AND ADMINISTRATIVE EXPENSES                                           |   |              |   |   |            |   |   |            |  
|Accounting and auditing                                                       | $ | 72,945       |   | $ | 19,793     |   | $ | 28,420     |  
|Advertising and promotion                                                     |   | 6,429        |   |   | 1,311      |   |   | 3,260      |  
|Amortization                                                                  |   | 1,453        |   |   | 926        |   |   | 527        |  
|Bank charges and interest                                                     |   | 644          |   |   | 338        |   |   | 142        |  
|Consulting                                                                    |   | 12,185       |   |   | 2,185      |   |   | 10,000     |  
|Filing fees                                                                   |   | 7,513        |   |   | 7,513      |   |   | -          |  
|Foreign exchange (gain) loss                                                  |   | (5,946       | ) |   | (1,675     | ) |   | (5,164     | )
|Legal                                                                         |   | 126,019      |   |   | 55,455     |   |   | 31,199     |  
|Meals and entertainment                                                       |   | 2,625        |   |   | 1,306      |   |   | 1,319      |  
|Office and sundry                                                             |   | 1,621        |   |   | 380        |   |   | 425        |  
|Rent                                                                          |   | 6,310        |   |   | 6,310      |   |   | -          |  
|Shareholders' communications                                                  |   | 673          |   |   | 673        |   |   | -          |  
|Telephone                                                                     |   | 621          |   |   | 621        |   |   | -          |  
|Transfer agent                                                                |   | 4,123        |   |   | 745        |   |   | 1,118      |  
|Travel and accommodation                                                      |   | 2,254        |   |   | 61         |   |   | 2,193      |  
|                                                                              |   |              |   |   |            |   |   |            |  
|                                                                              |   | 239,469      |   |   | 95,942     |   |   | 73,439     |  
|                                                                              |   |              |   |   |            |   |   |            |  
|MINERAL PROPERTY EXPENSES (NOTE 7)                                            |   |              |   |   |            |   |   |            |  
|Acquisition                                                                   |   | 43,918       |   |   | 29,658     |   |   | 9,760      |  
|Exploration                                                                   |   | 30,818       |   |   | 10,225     |   |   | 3,467      |  
|                                                                              |   |              |   |   |            |   |   |            |  
|                                                                              |   | 74,736       |   |   | 39,883     |   |   | 13,227     |  
|                                                                              |   |              |   |   |            |   |   |            |  
|NET LOSS AND COMPREHENSIVE LOSS                                               | $ | (314,205     | ) | $ | (135,825   | ) | $ | (86,666    | )
|                                                                              |   |              |   |   |            |   |   |            |  
|                                                                              |   |              |   |   |            |   |   |            |  
|BASIC AND DILUTED NET LOSS PER COMMON SHARE                                   |   |              |   | $ | (0.01      | ) | $ | (0.01      | )
|                                                                              |   |              |   |   |            |   |   |            |  
|                                                                              |   |              |   |   |            |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED 
      COMMON SHARES OUTSTANDING |   |              |   |   | 9,135,566  |   |   | 8,780,000  |  

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

F-3

---

|DEL TORO SILVER CORP.                       
|--------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)
|(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 |  
|                                                  |   | 2009         |   |   | 2009       |   |   | 2008       |  
|                                                  |   |              |   |   |            |   |   |            |  
|OPERATING ACTIVITIES                              |   |              |   |   |            |   |   |            |  
|Net loss for the period                           | $ | (314,205     | ) | $ | (135,825   | ) | $ | (86,666    | )
|Items not affecting
      cash                    |   |              |   |   |            |   |   |            |  
|Shares issued for mineral property                |   | 11,960       |   |   | -          |   |   | 9,760      |  
|Amortization                                      |   | 1,453        |   |   | 926        |   |   | 527        |  
|Foreign exchange loss (gain)                      |   | (5,946       | ) |   | (1,675     | ) |   | (5,164     | )
|Changes in operating
      assets and liabilities |   |              |   |   |            |   |   |            |  
|Receivables                                       |   | (3,797       | ) |   | (930       | ) |   | (2,511     | )
|Prepaid expenses and deposits                     |   | -            |   |   | -          |   |   | 1,000      |  
|Accounts
      payable and accrued liabilities    |   | 34,033       |   |   | 9,306      |   |   | 8,781      |  
|                                                  |   |              |   |   |            |   |   |            |  
|Cash used in operating activities                 |   | (276,502     | ) |   | (128,198   | ) |   | (74,273    | )
|                                                  |   |              |   |   |            |   |   |            |  
|INVESTING ACTIVITY                                |   |              |   |   |            |   |   |            |  
|Equipment acquired                                |   | (4,530       | ) |   | -          |   |   | (4,530     | )
|                                                  |   |              |   |   |            |   |   |            |  
|Cash used in investing
      activity             |   | (4,530       | ) |   | -          |   |   | (4,530     | )
|                                                  |   |              |   |   |            |   |   |            |  
|FINANCING ACTIVITIES                              |   |              |   |   |            |   |   |            |  
|Advances from (to) director                       |   | -            |   |   | (29,559    | ) |   | 36,398     |  
|Common stock issued
      for cash                |   | 281,770      |   |   | 158,270    |   |   | -          |  
|                                                  |   |              |   |   |            |   |   |            |  
|Cash provided by
      financing activities       |   | 281,770      |   |   | 128,711    |   |   | 36,398     |  
|                                                  |   |              |   |   |            |   |   |            |  
|NET INCREASE (DECREASE) IN CASH                   |   | 738          |   |   | 513        |   |   | (42,405    | )
|                                                  |   |              |   |   |            |   |   |            |  
|CASH, BEGINNING OF PERIOD                         |   | -            |   |   | 225        |   |   | 42,630     |  
|                                                  |   |              |   |   |            |   |   |            |  
|CASH, END OF PERIOD                               | $ | 738          |   | $ | 738        |   | $ | 225        |  
|                                                  |   |              |   |   |            |   |   |            |  
|SUPPLEMENTAL DISCLOSURE                           |   |              |   |   |            |   |   |            |  
|Interest paid                                     | $ | -            |   | $ | -          |   | $ | -          |  
|Income taxes paid                                 | $ | -            |   | $ | -          |   | $ | -          |  

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

F-4

---

|DEL TORO SILVER CORP.                                   
|--------------------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)            
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
|FROM INCEPTION ON JANUARY 9, 2006 TO OCTOBER 31, 2009   
|                                                        
|(Stated in US Dollars)                                  

|                                                                            |  |                        |  |   |            |  |   |         |  |   | Deficit       |   |   |           |  
|--------------------------------------------------------------------------- |  | ---------------------- |  | - | ---------- |  | - | ------- |  | - | ------------- | - | - | --------- | -
|                                                                            |  |                        |  |   |            |  |   |         |  |   | Accumulated   |   |   | Total     |  
|                                                                            |  | Common Shares (Note 6) |  |   | Additional |  |   | During  |  |   | Stockholders' |  
|                                                                            |  | Number                 |  |   |            |  |   | Paid In |  |   | Exploration   |   |   | Equity    |  
|                                                                            |  | of Shares              |  |   | Amount     |  |   | Capital |  |   | Stage         |   |   | (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   | )

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

F-5

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(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 $135,825 for the year ended October 31, 2009, and has an accumulated
        deficit of $314,205. 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-7

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(Stated in US Dollars)                        

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

F-8

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(Stated in US Dollars)                        

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

F-9

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(Stated in US Dollars)                        

|3. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | p)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|4. | PROPERTY AND EQUIPMENT                    

| |                         |   | October 31, 2009 |  |   | October 31, 2008 | 
| | ----------------------- | - | ---------------- |  | - | ---------------- | 
| |                         |   |                  |  |   | Accumulated      | 
| |                         |   | Cost             |  |   | Amortization     | 
| |                         |   |                  |  |   |                  | 
| | Computer equipment      | $ | 1,477            |  | $ | 598              | 
| | Furniture and equipment |   | 3,053            |  |   | 8,55             | 
| |                         | $ | 4,530            |  | $ | 1,453            | 

F-10

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(Stated in US Dollars)                        

|5. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Companys financial instruments consist of
        cash, receivables, accounts payable and accrued liabilities and due to
        director. 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, 2009, the Company had the following
        financial assets and liabilities denominated in Canadian dollars:                                                                                                                                                                                                                                                                                                                                                              

Cdn dollarsCash
      $
      627Receivables
      $
      4,108


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, 2009, Canadian dollar amounts
  were converted at a rate of $1.08 Canadian dollars to $1.00 U.S. dollar.

|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On January 13, 2006, the Company issued 5,500,000 common
        shares to the President of the Company valued at $0.001 per share, for
        total gross proceeds of $5,500.                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On August 24, 2006, the Company issued 2,300,000 common
        shares valued at $0.01 per share, for total gross proceeds of $23,000.                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On October 31, 2006, the Company issued 950,000 common
        shares valued at $0.10 per share, for total gross proceeds of $95,000.                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On September 7, 2007, the Company issued 10,000 common
        shares valued at $0.22 per share, pursuant to the terms of the King Property
        agreement (Note 7).                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On January 16, 2008 the Company issued 20,000 common
        shares valued at $9,760, pursuant to the terms of the King Property agreement
        (Note 7).                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On June 30, 2009, the Company completed a private placement
        of 1,055,135 units, with each unit consisting of one share of common stock
        and one common share purchase warrant, for gross proceeds of $158,270.
        Each warrant entitles the holder thereof to purchase one additional common
        share at a price of $0.30 per share for a period of two years expiring
        on June 30, 2011. There are no values assigned to the warrants.

F-11

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(Stated in US Dollars)                        

|7. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | King Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On August 25, 2006 (and as amended on January
        15, 2008) the Company entered into an agreement to acquire a 100% interest
        in certain mineral claims that make up the King Property located in the
        Iskut River region in northwestern British Columbia. In order to earn
        this 100% interest, subject to a 2% Net Smelter Return royalty, the Company
        was required to make cash payments totalling $254,894 (Cdn$305,000) and
        issue 10,000 common shares over a five year period.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended October 31, 2008, the
        Company decided to cancel its option agreement relating to the King Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Dos Naciones Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Effective July 9, 2009, the Company completed
        the acquisition of a 50% undivided interest, and an option (the Option)
        to acquire a further 30% interest in the Dos Naciones Project Property
        (the Property), located in state of Sonora, Mexico, in accordance
        with the terms of a property option agreement (the Option Agreement)
        with Yale Resources Ltd. (Yale), a company with an officer
        who is also an officer and director of the Company, dated July 7, 2009.
        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 30% interest in the Property,
        the Company is required to issue securities and fund exploration, development
        and other expenditures (the Expenditures) on the Property
        in the following manner:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the term of the Option Agreement, if
        at any time prior to the exercise of the Option any of the following events
        occur then Yale will have the right to purchase all of the Companys
        interest in the Property for CDN$17,500 (the Option Period):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-12

---

|DEL TORO SILVER CORP.                         
|----------------------------------------------
|(FORMERLY CANDEV RESOURCE EXPLORATION, INC.)  
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 31, 2009                              
|                                              
|(Stated in US Dollars)                        

|8. | 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, |  
| | ----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                             |   | 2009        |   |   | 2008        |  
| |                                                             |   |             |   |   |             |  
| | Net loss before income taxes per financial
      statements | $ | (135,825    | ) | $ | (86,666     | )
| | Income tax rate                                             |   | 34%         |   |   | 34%         |  
| | Income tax recovery                                         |   | (46,181     | ) |   | (29,466     | )
| | Valuation allowance
      change                            |   | 46,181      |   |   | 29,466      |  
| |                                                             |   |             |   |   |             |  
| | Provision for income
      taxes                            | $ |            |   | $ |            |  

The significant components of deferred
  income tax assets at October 31, 2009 and 2008 are as follows:

| |                                     |   | October 31, |   |   | October 31, |  
| | ----------------------------------- | - | ----------- | - | - | ----------- | -
| |                                     |   | 2009        |   |   | 2008        |  
| | Net operating loss carry forward    | $ | 106,760     |   | $ | 60,650      |  
| | Valuation allowance                 |   | (106,760    | ) |   | (60,650     | )
| |                                     |   |             |   |   |             |  
| | 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, 2009 and 2008. At October 31, 2009, the Company has net operating
  loss carryforwards, which expire commencing in 2026, totaling approximately
  $314,000.

|9.  | 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, 2009 were incurred in Mexico. All of the Companys
        other assets, liabilities and expenses are located/incurred in Canada.
|    |                                                                                                                                                                                                                                                                                                             
|10. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                             
|    | The Company has evaluated subsequent events from the
        balance sheet date through January 25, 2010 and has determined that there
        are no events to disclose.                                                                                                                                   

F-13

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27

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,
2009 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, 2009 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.

---

28

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,
2010: (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.

This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only managements report in this annual report.

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, 2009 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

---

29

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at February 12, 2010, 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
      44
      January 9, 2006Ezra Jimenez  Chief Financial Officer and Director
      44
      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 1991. 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 Enviro Energy Capital Corp., a public
company listed on the TSX Venture Exchange. Mr. McLeary has served in those
capacities since the inception of Enviro Energy.

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.

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.

---

30

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.             

Audit Committee

The Companys audit committee is composed of its directors and
officers, Mark McLeary and Ezra Jimenez.

Audit Committee Financial Expert

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. We believe that the audit
committee members are collectively 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.

Nomination Procedures For Appointment of Directors

As of February 12, 2010, we did not effect any material changes
to the procedures by which our stockholders may recommend nominees to our board
of directors.

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.

---

31

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, with the exception of the
following:

Name
    Number of Late Reports
    Number of Transactions Not Reported
      on a Timely Basis
    Failure to File Requested FormsEzra Jimenez
    1(1)
    Nil
    Nil


|(1) | The named director filed a late Form 3  Initial
      Statement of Beneficial Ownership which has subsequently been
  filed.
|--- | -----------------------------------------------------------------------------------------------------------------------------

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended October 31, 2009; 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, 2009 and 2008, 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
    2009 2008
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilEzra Jimenez(2)Chief Financial Officer
    2009 2008
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A


---

32

|(1) | Mark McLeary has been our president, secretary,
      treasurer, chief executive officer and chief financial officer since
      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

As at October 31, 2009, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our executive officers.

Aggregated Options Exercised in the Year Ended October 31,
2009 and Year End Option Values

There were no stock options exercised during the year ended
October 31, 2009.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended October 31, 2009.

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.

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 12, 2010, there were 9,835,135 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.



---

33

|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 | 5,810,000                               | 59.1%                  
|                                       | Ezra Jiminez 
      Suite 400  409 Granville Street 
      Vancouver, BC V6C 1T  | -                                       | -                      
|Common Stock                           | Directors and Officers as a group                                                 | 5,810,000                               | 59.1%                  
|5% Stockholders                       
|Common Stock                           | Mark McLeary 
      Suite 400  409 Granville Street 
      Vancouver, BC V6C 1T2 | 5,810,000                               | 59.1%                  

|(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 9,835,135 shares of
      common stock issued and outstanding as of February 12,
  2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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, 2009, 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. As a result, we do
not have any independent directors.

As a result of our limited operating history and limited
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 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.

---

34

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.

Transactions with Independent Directors

Mark McLeary is our chief executive officer, president,
secretary and treasurer and Ezra Jimenez is our chief financial officer. As a
result, we do not have any independent directors.

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 acts with two members
consisting 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;

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35

- ensuring the integrity of our companys internal control and management
  information systems;
- 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 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, 2009 and October 31, 2008 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, 2009
    Year Ended
      October 31, 2008Audit Fees and
      Audit Related Fees
      $15,000
    $15,000Tax Fees
    $1,500
    $2,000All Other Fees
    -
    -Total
      $16,500
    $17,000


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)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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38

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 12, 2010                      | 
|   |                                              | 
|   |                                              | 
|   |                                              | 
|By | /s/ Ezra Jimenez                             | 
|   | Ezra Jimenez                                 | 
|   | Chief Financial Officer                      | 
|   | (Principal Accounting Officer and            | 
|   | Principal Financial Officer)                 | 
|   |                                              | 
|   | Date: February 12, 2010                      | 

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 12, 2010                | 
|   |                                        | 
|   |                                        | 
|   |                                        | 
|By | /s/ Ezra Jimenez                       | 
|   | Ezra Jimenez                           | 
|   | Chief Financial Officer and Director   | 
|   |                                        | 
|   | Date: February 12, 2010                | 

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